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): April 21, 2003
INTER-TEL, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Commission File Number 0-10211
Arizona 86-0220994
(State or Other Jurisdiction I.R.S. Employer
of Incorporation) Identification Number
1615 S. 52ND Street
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (480) 449-8900
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit
Number Description
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99.1 Press release dated April 21, 2003 announcing pro-forma
results for the fiscal quarter ended March 31, 2003, and
comparing such results with the results for the quarter
ended March 31, 2002.
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION PROVIDED UNDER ITEM 12 -
DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION)
The following information required to be disclosed pursuant to Item 12 -
"Disclosure of Results of Operations and Financial Condition" is being furnished
under Item 9 - "Regulation FD Disclosure" in accordance with the Securities and
Exchange Commission's Final Rule Release No. 33-8216:
On April 21, 2003, Inter-Tel, Incorporated (the "Company") issued a press
release announcing pro-forma results for the fiscal quarter ended March 31,
2003, and comparing such results with the results for the quarter ended March
31, 2002. In this release, the Company also indicated that it currently expects
second quarter 2003 operating results to be an improvement over the first
quarter of 2003, given that the first quarter is historically the Company's
weakest quarter of any fiscal year. This press release is furnished as Exhibit
99.1 hereto.
In May 2001, Inter-Tel entered into an agreement to submit to binding
arbitration a lawsuit we filed in 1996. The arbitration was completed in January
2002 and, as a result of the arbitration, Inter-Tel received a one-time gross
cash award of $20 million in February 2002. Direct costs for attorney's fees,
expert witness costs, arbitration costs and additional payments and expenses,
totaled approximately $4.5 million in 2002, excluding income taxes, for a net
award of approximately $15.5 million. The estimated net proceeds from this
arbitration settlement were approximately $9.5 million after taxes, or $0.37 per
diluted share for the year ended December 31, 2002.
USE OF NON-GAAP FINANCIAL INFORMATION
This one-time litigation settlement was a non-recurring, non-operating item
included in our GAAP results. Our management believes that the presentation of
our results on a non-GAAP basis to exclude proceeds we received from the
litigation settlement provides investors a more meaningful basis of evaluating
our performance for the first fiscal quarter of 2003, and for comparing our
results with prior and subsequent periods.
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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.
INTER-TEL, INCORPORATED
Dated: April 21, 2003 By: /s/ Kurt R. Kneip
------------------------------------
Kurt R. Kneip
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
------
99.1 Press release dated April 21, 2003 announcing the Company's
pro-forma results for the fiscal quarter ended March 31, 2003,
and comparing such results with the results for the quarter ended
March 31, 2002.
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