Black Box Corporation 8-K
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): March 19, 2007
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-18706
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95-3086563 |
(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
of Incorporation)
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Identification No.) |
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1000 Park Drive |
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Lawrence, Pennsylvania
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15055 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (724) 746-5500
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
(a) As previously announced, the Audit Committee (the Audit Committee) of the Board of
Directors of Black Box Corporation (the Company), with the assistance of outside legal counsel,
is conducting an independent review of the Companys historical stock option grant practices and
related accounting for stock option grants during the period from 1992 to the present. On February
1, 2007, the Company announced that, while the review of option grant practices was continuing, it
believed that it would need to record additional non-cash charges for stock-based compensation
expense relating to certain stock option grants and, accordingly, cautioned investors about relying
on its historical financial statements until the Company could determine with certainty whether a
restatement would be required and, if so, the extent of any such restatement and the periods
affected.
Although the Audit Committee has not yet completed its review, the Audit Committee has
concluded that the exercise price of certain stock option grants differed from the fair market
value of the underlying shares on the appropriate measurement date. Although the review of option
practices is ongoing, Company management and the Audit Committee currently expect that the
Companys additional non-cash, pre-tax charges for stock-based compensation expense relating to
certain stock option grants will approximate $63 million for the period under review. In
addition, the Company and the Audit Committee have now concluded that the Company will need to
restate its previously issued financial statements contained in reports previously filed by the
Company with the Securities and Exchange Commission (the SEC). The Company continues to expect
that any such restatement will not have a material impact on its earnings for the fiscal year
ending March 31, 2007.
Accordingly, on March 19, 2007, Company management and the Audit Committee concluded that the
Companys previously issued financial statements and other historical financial information and
related disclosures for the period under review, including applicable reports of its current or
former independent registered public accounting firms and related press releases, should not be
relied upon.
The Company will prepare and file with the SEC, as soon as practical after completion of the
ongoing review of option practices, any necessary reports or amendments to previous SEC filings as well as
its Form 10-Q for the fiscal quarter ended December 30, 2006.
Company management and the Audit Committee have discussed the matters in this filing pursuant
to Item 4.02(a) with BDO Seidman, LLP, the Companys independent registered public accounting firm.
This Form 8-K contains forward-looking statements under the Private Securities Litigation
Reform Act of 1995, including those that involve the risks, uncertainties and potential
consequences relating to the findings of and any recommendations relating to the ongoing
independent review by the Audit Committee regarding the Companys historical stock option grant
practices, the restatement of the Companys financial statements, the filing of the delinquent
report on Form 10-Q and the filing with the SEC of necessary restatements and amended filings. Any
forward-looking statements contained in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. You can
identify these forward-looking statements by the fact that they use
words such as should,
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anticipate, estimate, approximate, expect, target, may, will, project, intend,
plan, believe and other words of similar meaning and expression. One can also identify
forward-looking statements by the fact that they do not relate strictly to historical or current
facts. Forward-looking statements are inherently subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those projected. Although it is not
possible to predict or identify all risk factors, they may include the timing of the completion and
results of the independent review of the Companys historical stock option grant practices by the
Audit Committee, the process of restating the Companys
financial statements and filing reports with the SEC, the outcome of the informal SEC inquiry into the Companys historical
stock option grant practices and the disposition of the pending shareholder derivative action
relating to such practices. We can give no assurance that any goal, plan, date or target set forth
in forward-looking statements can be achieved and readers are cautioned not to place undue reliance
on such statements, which speak only as of the date made. We undertake no obligation to release
publicly any revisions to forward-looking statements as a result of future events or developments.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
99.1
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Press Release dated March 20, 2007. |
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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 hereunto duly authorized.
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Black Box Corporation
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Date: March 20, 2007 |
By: |
/s/ Michael McAndrew
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Michael McAndrew |
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Chief Financial Officer, Treasurer
and
Principal Accounting Officer |
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Exhibit Index
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Exhibit No. |
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Description |
99.1
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Press Release dated March 20, 2007 |