UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 22, 2005
INTER-TEL, INCORPORATED
(Exact name of registrant as specified in its charter)
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| Arizona
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0-10211
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86-0220994 |
(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1615 S. 52nd Street
Tempe, AZ 85281
(Address of principal executive offices, including zip code)
(480) 449-8900
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On July 22, 2005, Mr. Steven G. Mihaylo resigned his position as Chairman of the Board of
Directors of Inter-Tel, Incorporated (“Inter-Tel” or the “Company”). Mr. Mihaylo continues to
serve as Chief Executive Officer of the Company and as a member of its Board of Directors (the
“Board”). The Board selected Mr. Alex Cappello to succeed Mr. Mihaylo as Chairman of the Board.
Mr. Cappello currently serves as a member of the Board and was elected to the Board by the
Company’s stockholders at Inter-Tel’s annual meeting of stockholders held April 26, 2005.
In connection with the designation of Mr. Cappello as Chairman of the Board, the Company
amended its director compensation policy. A copy of the Company’s complete revised director
compensation schedule is attached hereto as Exhibit 10.1. In keeping with the revised compensation
schedule, in addition to compensation for his other service on the Board and committees, Mr.
Cappello will receive a quarterly stipend of $10,500 beginning at the October 2005 board meeting
for his service as Chairman of the Board.
Item 2.02. Results of Operations and Financial Condition.
The following information is being furnished pursuant to Item 2.02 of Form 8-K. This
information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such filing.
On July 25, 2005, Inter-Tel, Incorporated (the “Company”) issued a press release announcing
financial results for the second quarter ended June 30, 2005 and comparing such results with the
results for the second fiscal quarter ended June 30, 2004.
Use of Non-GAAP Financial Information
Acquisition of Ireland subsidiaries (“Lake acquisition”) and write-off of In-Process Research and
Development costs. The 2005 six months ended June 30, 2005 operating income included a write-off
of in process research and development (“IPRD”) costs of $2.6 million, which reduced net income by
$2.6 million, or $0.09 per diluted share after tax. This write-off reflected the IPRD costs
associated with the Company’s Lake acquisition in March 2005. The IPRD write-off is not deductible
for income tax purposes. Also provided are operating results of our acquired Lake operations for
the second quarter and six months ended June 30, 2005. These non-GAAP condensed consolidated
statements of operations are provided to enhance overall understanding of our current financial
performance and how we view our operating results. The presentation of this non-GAAP information
is not intended to be considered in isolation or as a substitute for results prepared in accordance
with GAAP and is not necessarily comparable to non-GAAP results published by other companies.
A copy of the press release is hereby furnished as Exhibit 99.1 and is incorporated herein by
reference.
Item 8.01. Other Events
On July 22, 2005, Mr. Steven G. Mihaylo resigned as Chairman of the Board. Mr. Alexander
Cappello succeeded Mr. Mihaylo as Chairman of the Board. Mr. Mihaylo retained his positions as
Chief Executive Officer of the Company and as a member of the Board. Further details are set forth
in Item 1.01 above.
Item 9.01. Financial Statements and Exhibits
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Description |
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10.1 |
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Director Compensation Schedule |
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99.1 |
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Press Release, dated July 25, 2005, entitled “Inter-Tel
Announces 2005 Second Quarter Results.” |
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