So, they got what they wanted from the shareholder vote. They claim the loss of money, but don't say where or why, and they find themselves defending against lawsuits.
Regards, Mark
Vari-L Company Announces Annual Meeting Results
June 30, 2000 03:36 PM Eastern Time
DENVER, June 30 /PRNewswire/ -- Vari-L Company, Inc. VARL , a leading provider of advanced components for the wireless telecommunications industry, today announced that shareholders approved all three matters subject to vote at its June 30, 2000 annual meeting of shareholders.
At the meeting held in Denver, Colorado, shareholders reelected all seven board members, ratified the appointment of Haugen, Springer & Co. as independent public accountants for the year ending December 31, 2000, and approved an amendment to the Company's Tandem Stock Option and Stock Appreciation Rights Plan to increase the number of shares reserved under the plan from 3,270,000 to 3,624,000.
In addition to providing a general overview of the Company, Dave Sherman, president and CEO, delivered the following prepared remarks regarding the legal issues currently pending.
"On May 17, 2000, Vari-L announced in a press release and a Form 8-K filing with the SEC that it had determined that there had been a $1.332 million overstatement of revenue and a $162,000 overstatement of earnings in its 1997 fourth quarter and year end financial results. It was also announced that the Audit Committee was conducting an internal investigation, with the assistance of the Company's independent public accounting firm, Haugen, Springer & Co., of the Company's accounting policies, practices and procedures, including but not limited to the Company's capitalization of certain internal labor costs and other expenses and the documentation thereof. We also acknowledged that we had responded to inquiries from the SEC staff concerning these issues.
"Shortly thereafter, the Company filed its Form 10-Q for the first quarter, which included an unaudited 1999 year end balance sheet and a March 31, 2000, balance sheet, both of which had been adjusted to reflect the residual effect of the 1997 restatement. Like the press release and the Form 8-K, the Form 10-Q indicated that, in light of the internal investigation being conducted by the Audit Committee, further restatements were possible.
"In June Vari-L and several of its officers and directors were named as defendants in six 'copycat' class action lawsuits filed by various lawyers representing individuals seeking damages for alleged violations of securities laws in connection with the restatement and the other potential adjustments referenced in the May press release and Form 8-K and Form 10-Q. I'm sure several of you have questions you would like to ask. Under the circumstances, however, I need to address those questions to which I can respond in my prepared remarks prior to our main shareholder presentation. I'm sure you understand that, due to the extremely sensitive nature of the issues at hand, I am very limited in terms of the depth of my comments. In fact, it is very clear that, in order to avoid compromising the legal position of the Company and the other defendants in the lawsuits, my prepared remarks are the only substantive comments I can make with respect to the class action lawsuits, the internal investigation of the Company's prior financial statements or, for that matter, the Company's financial statements generally.
"No timetable has been set for a final resolution of our internal review process, although we are moving as rapidly as possible with the goal of at least a tentative resolution in time for the mid-August filing of the Company's Form 10-Q for the second quarter.
"In today's litigious society, it is unfortunately the case that lawsuits are an increasingly common occurrence. While management acknowledges mistakes were made and corrective action is certainly warranted, we also believe it would be in the best interests of all shareholders that such action be handled on an internal basis, in conjunction with appropriate regulatory agencies, as opposed to in an adversarial format that will consume management's time and the Company's financial resources while enriching a number of lawyers. If the lawsuits persist, as we expect they will, we will aggressively defend the Company and, as we are required to do by our Articles of Incorporation and Bylaws, its officers and directors. While these types of lawsuits are very expensive, we believe that we have the resources to defend ourselves."
Through its headquarters in Denver, Vari-L designs, manufactures and markets wireless communications components that generate or process radio frequency (RF) and microwave frequency signals. Vari-L's patented products are used in commercial infrastructure equipment (including cellular/paging/PCS base stations and repeaters, fixed terminal point to point/multi-point data radios including LMDS/MMDS), consumer subscriber products (advanced cellular/PCS/satellite handsets, web-enabled smart phones, 2-way pagers, wireless PDAs, home networking), and military/aerospace platforms (satellite communications/telemetry, missile guidance, electronic warfare, electronic countermeasures, battlefield communications). Vari-L serves a diverse customer base of the world's leading technology companies, including Adaptive Broadband, Agilent Technologies, Ericsson, Glenayre Technologies (Wireless Access), Harris, Hughes, IBM, LGIC, Lockheed Martin, Lucent Technologies, Mitsubishi, Motorola, NEC, NeoPoint, Netro, Newbridge Networks, Nokia, Northrop Grumman, Raytheon, Samsung, Siemens and SpectraPoint.
Some of the statements contained in this news release are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, including but not limited to the success of the products into which the Company's products are integrated, governmental action relating to wireless communications licensing and regulation, the accuracy of the Company's internal projections as to the demand for certain types of technological innovation, competitive products and pricing, the success of new product development efforts, the timely release for production and the delivery of products under existing contracts, future economic conditions generally, as well as other factors.
SOURCE Vari-L Company, Inc.
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