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): July 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 of incorporation) I.R.S. Employer
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 July 21, 2003 announcing pro-forma
results for the second fiscal quarter and six months ended
June 30, 2003, and comparing such results with the results
for the second quarter and six months ended June 30, 2002.
ITEM 9. REGULATION FD DISCLOSURE
INFORMATION PROVIDED UNDER ITEM 12 OF FORM 8-K
On July 21, 2003, Inter-Tel, Incorporated (the "Company") issued a press
release announcing pro-forma results for the second fiscal quarter and six
months ended June 30, 2003 and comparing such results with the results for the
second quarter and six months ended June 30, 2002. In this release, the Company
also indicated that it is increasing its quarterly dividend to $0.06 per share.
Pursuant to General Instruction B.6 of Form 8-K, this exhibit is not "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, but
is instead furnished as required by that instruction. Further, pursuant to the
Securities and Exchange Commission's Final Rule Release No. 33-8216, the Company
is including the foregoing Item 12 information under Item 9 because Item 12 has
not yet been added to the EDGAR system.
The press release is furnished as Exhibit 99.1 hereto.
USE OF NON-GAAP FINANCIAL INFORMATION
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.
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 second fiscal quarter and first six months 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: July 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 July 21, 2003 announcing pro-forma results for the
second fiscal quarter and six months ended June 30, 2003, and
comparing such results with the results for the second quarter and six
months ended June 30, 2002.
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