UNITED STATES
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): October 14, 2008
MODUSLINK GLOBAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23262 | 04-2921333 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
| 1100 Winter Street Waltham, Massachusetts |
02451 | |
| (Address of principal executive offices) | (Zip Code) |
(781) 663-5001
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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 8.01 | Other Events. |
On October 14, 2008, ModusLink Global Solutions, Inc. issued a news release reporting the filing of its annual report on Form 10-K for the fiscal year ended July 31, 2008 and its final audited financial results for the periods covered by the Form 10-K. The press release, a copy of which is filed as Exhibit 99.1 to this report, is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The exhibit listed in the Exhibit Index below is filed with this report.
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 hereunto duly authorized.
| ModusLink Global Solutions, Inc. | ||||
| Date: October 14, 2008 | By: | /s/ Steven G. Crane | ||
| Steven G. Crane | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press Release of the Registrant, dated October 14, 2008. |
Exhibit 99.1
PRESS RELEASE
MODUSLINK GLOBAL SOLUTIONS FILES FORM 10-K WITH FINAL
FISCAL 2008 FINANCIAL STATEMENTS
WALTHAM, Mass. October 14, 2008 — ModusLink Global Solutions, Inc. (NASDAQ: MLNK) today announced that it has filed its Annual Report on Form 10-K for its fiscal year ended July 31, 2008 with the Securities and Exchange Commission.
The Form 10-K includes the Company’s final audited financial statements for the fiscal year. The final financial statements include a non-cash goodwill impairment charge of $14.0 million recorded for the fourth quarter of fiscal 2008 related to its European segment. The charge was previously estimated at $12.0 million in the Company’s preliminary unaudited financial results for the fourth quarter and fiscal year 2008, which were announced on September 29, 2008. As previously announced, the finalization of the amount of the non-cash goodwill impairment charge was pending completion of valuation procedures and analysis in conjunction with the completion of the Company’s Form 10-K filing.
The table below shows the effect of the final non-cash goodwill impairment charge:
| Preliminary Results included in September 29th Press Release |
Final Results included in October 14th Form 10-K Filing | |||||||||||||
| Three months ended July 31, 2008 |
Twelve months ended July 31, 2008 |
Three months ended July 31, 2008 |
Twelve months ended July 31, 2008 | |||||||||||
| (In thousands, except per share data) | ||||||||||||||
| Operating Income (loss) |
$ | (15,379 | ) | $ | 2,371 | $ | (17,379 | ) | $ | 371 | ||||
| Income (loss) from continuing operations before taxes |
$ | (15,581 | ) | $ | 25,704 | $ | (17,581 | ) | $ | 23,704 | ||||
| Net Income (loss) |
$ | (22,727 | ) | $ | 11,128 | $ | (24,727 | ) | $ | 9,128 | ||||
| Basic and diluted earnings (loss) per share |
$ | (0.48 | ) | $ | 0.23 | $ | (0.53 | ) | $ | 0.19 | ||||
Non-GAAP Operating Income results announced on September 29th were not affected by the finalization of the goodwill impairment charge.
About ModusLink Global Solutions, Inc.
ModusLink Global Solutions, Inc. (NASDAQ: MLNK), is a leader in global supply chain business process management. The Company executes critical processes for clients in the high technology and communications industries to provide competitive differentiation and enable new channel and new market opportunities. ModusLink Global Solutions’ integrated portfolio of supply chain
outsourcing and technology solutions span four core competencies: supply chain, aftermarket, e-Business and entitlement management. The Company has headquarters in Waltham, Massachusetts and more than 30 facilities in 13 countries – giving it the largest global footprint in the industry. In addition, ModusLink Global Solutions’ venture capital business, @Ventures, invests in a variety of technology ventures. For additional information, visit www.moduslink.com.
ModusLink Global Solutions is a registered trademark of ModusLink Global Solutions, Inc. All other company names and products are trademarks or registered trademarks of their respective companies.
All share and per share data which appears in this press release has been adjusted to reflect the 1-for-10 reverse stock split of the Company’s common stock effective October 31, 2007.
Any statements in this release or the Company’s Annual Report on Form 10-K other than statements of historical fact, including without limitation, those with respect to the Company’s goals, plans, expectations and strategies are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company’s success, including its ability to improve its cash position, expand its operations and revenue, lower its costs, improve its gross margins, sustain profitability, reach its long-term objectives and operate optimally, depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its services; global economic conditions, especially in the technology sector are uncertain and subject to volatility; demand for our clients’ products may decline or may not achieve the levels anticipated by our clients; the Company’s management may face strain on managerial and operational resources as they try to oversee the expanded operations; the Company may not be able to expand its operations in accordance with its business strategy; the Company’s cash balances may not be sufficient to allow the Company to meet all of its business and investment goals; the Company may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; the Company derives a significant portion of its revenue from a small number of customers and the loss of any of those customers could significantly damage the Company’s financial condition and results of operations; the Company frequently sells to its supply chain management clients on a purchase order basis rather than pursuant to contracts with minimum purchase requirements, and therefore its sales and the amount of projected revenue that is actually realized are subject to demand variability; risks inherent with conducting international operations; tax rate expectations are based on current tax law and current expected income and may be affected by the jurisdictions in which profits are determined to be earned and taxed, changes in estimates of credits, benefits and deductions, the resolution of issues arising from tax audits with various tax authorities, including payment of interest and penalties and the ability to realize deferred tax assets; the mergers and acquisitions and IPO markets are inherently unpredictable and liquidity events for companies in the venture capital portfolio may not occur; and increased competition and technological changes in the markets in which the Company competes. For a detailed discussion of cautionary statements that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Forward-looking statements represent management’s current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.
Contacts:
Investors-Financial:
ModusLink Global Solutions Inc
Steven G. Crane, 781-663-5012
Chief Financial Officer
ir@cmgi.com
or
Media:
ModusLink Global Solutions Inc
Farrah Phillipo, 781-663-5096
PR and Communications Manager
farrah_phillipo@moduslink.com
or
Bob Joyce, 617-747-3620
FD
bob.joyce@fd.com