SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JULY 20, 2005
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WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-27266 36-3154957
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 NORTH COMMONS DRIVE, AURORA, ILLINOIS 60504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 898-2500
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 20, 2005, Westell Technologies, Inc., issued a press release
setting forth its financial results for the three months ending June 30, 2005. A
copy of the press release is attached hereto as Exhibit 99.1. On July 21, 2005,
Westell Technologies, Inc., conducted an earnings call discussing its earnings
for the three months ending June 30, 2005. A transcript of the earnings call is
attached hereto as Exhibit 99.2.
The press release and transcript furnished as Exhibit 99.1 and Exhibit
99.2, respectively, contain certain non-GAAP financial measures. These non-GAAP
measures are provided to enhance investors' overall understanding of the
Company's current financial performance. Specifically, the Company believes the
non-GAAP financial measures provide useful information to both management and
investors by excluding certain items that may not be indicative of our core
operating results. The Company believes these financial measures are useful to
investors in understanding certain non-GAAP information used by management in
its financial and operational decision-making. These measures should be
considered in addition to results prepared in accordance with GAAP, and are not
a substitute for, or superior to, GAAP results. The non-GAAP measures included
in the attached press release have been reconciled to the nearest GAAP measure.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release announcing financial results for the three months ending
June 30, 2005.
99.2 Transcript of earnings call on July 21, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
Date: July 26, 2005 By: /s/ Nicholas C. Hindman
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Nicholas C. Hindman
Senior Vice President and
Chief Financial Officer
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