Filed by Extended Systems, Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: ViaFone, Inc.
Commission File No. 132-02238
On July 11, 2002 Extended Systems released the following:
CONTACTS:
Karla K. Rosa Joanne Taylor
Chief Financial Officer Media Relations Manager
Extended Systems Extended Systems
(208) 322-7575 (208) 322-7575
EXTENDED SYSTEMS ANNOUNCES
PRELIMINARY FOURTH QUARTER RESULTS
BOISE, IDAHO (July 11, 2002) - Extended Systems Inc. (Nasdaq: XTND), a leading
provider of mobile information management (MIM) solutions, today announced
preliminary results for its quarter ended June 30, 2002.
For its fourth quarter of fiscal 2002, the company expects to report net revenue
from continuing operations in the range of $5.4 million to $5.7 million, a
decrease from net revenue from continuing operations of $6.3 million for the
third quarter of fiscal 2002. The company expects to report an operating loss
from continuing operations in the range of $1.8 million to $2.1 million,
compared to an operating loss from continuing operations of $1.9 million
reported in the third quarter of fiscal 2002.
Earnings per share are expected to be a net loss of between $0.16 and $0.19,
compared to a net loss of $0.02 per share reported in the third quarter of
fiscal 2002. The net loss in the third quarter of fiscal 2002 included an
accrual for a tax refund of $1.6 million, which had the effect of reducing the
net loss by approximately $0.14 per share. Cash and cash equivalents are
expected to be approximately $5.4 million as of June 30, 2002, compared to $4.6
million at March 31, 2002.
During the quarter, Extended Systems experienced lower than expected revenue
from software licenses, primarily due to continued pressure on enterprise
spending for new technology. Sequential growth in revenue from North American
software sales in the fourth quarter was offset
by a sequential decline in revenue from Europe, caused by pressure on enterprise
spending in Europe and the weakened U.S. dollar.
"Due to the current economic climate, information technology organizations and
the companies for which they work are being very pragmatic and conservative,"
said Steve Simpson, President and CEO of Extended Systems. "We continue to sign
up record numbers of new XTNDConnect Server enterprise customers but the number
of licenses they are buying remains conservative. The upside of that is we
believe Extended Systems has built a strong foundation of large customers and
that once the purse strings loosen, and corporations start to increase their
investments in mobile and wireless technologies, we will be in an excellent
position." Simpson added that the company has continued to exercise strong cash
management and continues to work to streamline its operating model.
Extended Systems reported that MIM software revenue is expected to be in the
range of $5.0 million to $5.3 million, down from MIM software revenue of $5.9
million for the fourth quarter of fiscal 2001, and down from MIM software
revenue of $5.9 million in the third quarter of fiscal 2002. Revenue from the
company's infrared hardware products is expected to be approximately $450,000 in
the fourth quarter of fiscal 2002.
Fourth Quarter Fiscal 2002 highlights included:
o Extended Systems added over 200 new XTNDConnect Server enterprise customers
in the fourth quarter of fiscal 2002, an increase of approximately 3
percent over new enterprise customers added in the third quarter of fiscal
2002 and an increase of approximately 37 percent over new enterprise
customers added in the fourth quarter of last year.
o Extended Systems expanded its presence in providing mobile application
development capabilities through its new alliance relationship with
Metrowerks, an independently operating subsidiary of Motorola.
o XTNDConnect Server, the company's flagship product, received five stars in
a lab review conducted by PCMAGAZINE, one of the industry's most widely
read publications by IT professionals. In addition to receiving the highest
ranking possible, XTNDConnect Server earned PCMAGAZINE'S prestigious
"Editor's Choice" award.
o On May 28, 2002, Extended Systems signed a definitive agreement to acquire
ViaFone, a Brisbane, California-based company that provides a real-time,
mobile platform and out-of
the-box mobile applications to the enterprise. The transaction is expected
to close in the first quarter of fiscal year 2003. Additional information
concerning the ViaFone acquisition is available in the preliminary joint
proxy statement/prospectus the company filed with the Securities and
Exchange Commission on June 26, 2002, and will be available in the
definitive joint proxy statement/prospectus to be mailed to Extended
Systems and ViaFone security holders.
o On June 12, 2002, the company completed the sale of its wholly-owned
Singapore subsidiary to Brookhaven Asia Ltd., a holding group led by the
Extended Systems' Singapore management team. The Singapore operation had
focused on development and sales of Extended Systems' hardware products,
which have represented a declining percentage of the company's net revenue.
The Singapore entity will act as an independent entity providing marketing,
sales, and support for Extended Systems' products in Southeast Asia.
Extended Systems management will hold an investor conference call today, July
11, 2002, at 11:00 a.m. eastern time, which can be heard via an Internet
broadcast at www.vcall.com.
The company will report final results for its fourth fiscal quarter on July 31,
2002, after the market close. Management will hold an investor conference call
at 5:00 p.m. eastern time on the 31st, which can also be heard via an Internet
broadcast at www.vcall.com.
ABOUT EXTENDED SYSTEMS
Extended Systems is a global leader in providing mobile infrastructure software
that extends enterprise applications to mobile and wireless environments. The
company's products include data synchronization and management software, mobile
application development software, short-range wireless connectivity products
(Bluetooth and IrDA-compliant), and client/server database management systems
with remote access capabilities. Extended Systems' customers and key
relationships include Palm, 3Com, IBM, Microsoft, Handspring, Motorola, Nokia,
Ericsson, Hewlett-Packard, Sharp, NEC, and Toshiba.
Founded in 1984, Extended Systems has offices and subsidiaries in the United
States and worldwide. For more information, visit the company Web site at
www.extendedsystems.com.
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This press release contains forward-looking statements, including statements
regarding expected revenue, operating loss and net loss for the company's fourth
quarter of fiscal 2002, its expected cash balance as of June 30, 2002, increased
future spending by enterprise customers and its impact on Extended Systems,
expected streamlining of existing operating model and expected timing to close
the company's acquisition of ViaFone. These statements are subject to risks and
uncertainties. These risks and uncertainties include adjustments to the
financial results which may occur during the closing of the company's books, the
overall economic conditions and the level of information technology spending by
existing and potential customers, the success of key business relationships, the
timing of the close of the ViaFone acquisition, continued growth in the markets
for our products, the perceived and realized benefits of mobile devices and the
company's products, the acceptance of specific industry-wide standards and
protocols, the timely development and acceptance of new products and
technologies, the risks associated with development of new products and product
enhancements, the impact of competitive products and pricing, the risks
associated with acquisitions, the risk associated with international sales and
operations, and other risks as detailed from time-to-time in Extended Systems'
SEC filings, including its 2001 Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q filed in fiscal 2002.
ADDITIONAL INVESTOR INFORMATION
This press release does not constitute a solicitation of an offer to sell or a
solicitation of an offer to buy shares of common stock of Extended Systems in
connection with the proposed acquisition of ViaFone. On June 26, 2002, in
connection with the proposed acquisition, Extended Systems filed a registration
statement on Form S-4, including a preliminary joint proxy statement/prospectus,
with the Securities and Exchange Commission. Investors and security holders are
urged to read the registration statement, including the preliminary joint proxy
statement/prospectus, and the definitive joint proxy statement/prospectus, when
it becomes available, because the documents contain important information about
Extended Systems, ViaFone, and the proposed acquisition. Investors should
carefully read the preliminary joint proxy statement/prospectus and the
definitive joint proxy statement/prospectus, when it becomes available, before
making any voting or investment decisions. Investors and security holders may
obtain a free copy of the registration statement, the preliminary joint proxy
statement/prospectus, and the definitive joint proxy statement/prospectus, when
it becomes available, and other documents filed by Extended Systems with the
Securities and Exchange Commission at the Securities and Exchange Commission's
website at http://www.sec.gov/. Free copies of the registration statement and
other documents filed by Extended Systems with the Securities and Exchange
Commission may also be obtained from Extended Systems.
Extended Systems and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Extended Systems' stockholders
in favor of the proposed acquisition of ViaFone. Security holders may obtain
information regarding the interests of the officers and directors of Extended
Systems in the proposed acquisition by reading the preliminary joint proxy
statement/prospectus filed on June 26, 2002 and the definitive joint proxy
statement/prospectus, when it becomes available. In addition, information
regarding such officers and directors is included in Extended Systems' Proxy
Statement for its 2001 Annual Meeting of Stockholders filed with the Securities
and Exchange Commission on September 17, 2001. This document is available free
of charge at the Securities and Exchange Commission's website at
http://www.sec.gov/ and from Extended Systems.