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): December 2, 2007
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-32465
(Commission File Number)
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04-3692546
(IRS Employer
Identification No.) |
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)
(408) 232-7800
(Registrants telephone number, including area code)
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:
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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 2.02 Results of Operations and Financial Condition
On December 3, 2007, VeriFone Holdings, Inc. (the Company) issued a press release releasing
preliminary revenue results for the quarter and year ending October 31, 2007 and announcing that it
will restate its previously issued unaudited interim consolidated financial statements for the
three months ended January 31, 2007, the three and six months ended April 30, 2007 and the three
and nine months ended July 31, 2007. The Company also announced that it will delay the release of
full financial results for the three months ended October 31, 2007, pending completion of the
restatements. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On December 2, 2007, following a review by and on the recommendation of management, the
Company concluded that its unaudited interim consolidated financial statements for the three months
ended January 31, 2007, the three and six months ended April 30, 2007 and the three and nine months
ended July 31, 2007 should no longer be relied upon, principally due to errors in accounting
related to the valuation of in-transit inventory and allocation of manufacturing and distribution
overhead to inventory, each of which affects the Companys reported costs of net revenues. The
restatements are anticipated to correct errors that overstated previously reported inventories in
material amounts as of January 31, 2007, April 30, 2007 and July 31, 2007, and understated cost of
net revenues in material amounts for the three month periods ended January 31, 2007, April 30,
2007, and July 31, 2007. Accordingly, investors are cautioned not to rely on the Companys
historical financial statements and earnings press releases and similar communications for the
periods ended January 31, 2007, April 30, 2007, and July 31, 2007.
Based on its review to date, the Companys management currently anticipates that the
restatement will result in reductions to previously reported inventories of approximately $7.7
million, $16.5 million and $30.2 million as of January 31, 2007, April 30, 2007 and July 31, 2007,
respectively, and reductions to previously reported pre-tax income of approximately $8.9 million,
$7.0 million and $13.8 million for the three month periods ended January 31, 2007, April 30, 2007
and July 31, 2007, respectively. The Company is currently evaluating the anticipated effect of the
restatement on after-tax income for those periods.
These estimates include corrections of other unrelated errors detected in the course of the
Companys review to date, are based on currently available information and are subject to change
during the course of the Companys restatement process. While the Company is not currently aware
of other accounting errors requiring adjustment to any prior period financial statements, there can
be no assurances that the Company or its independent registered public accounting firm will not
find additional accounting errors requiring further adjustments in those or earlier periods.
Also on December 2, 2007, the Companys management and the Audit Committee of its Board of
Directors determined that the Company would delay the release of full fourth quarter 2007 financial
results that were scheduled to be released on December 6, 2007, pending completion of the
assessment of these errors and the restatements.
The Company concluded that a restatement of its interim unaudited financial statements is
required as a result of an internal review of in-transit inventory balances conducted in
preparation for the Companys fiscal 2007 audit. Upon completion of its assessment of these
errors, the Company intends to file amended Quarterly Reports on Form 10-Q for the periods
described above that will restate the previously issued financial statements included therein. The
Company currently estimates that it will file these amended quarterly reports, together with its
Annual Report on Form 10-K for the fiscal year ended October 31, 2007, in January 2008. However,
the Company cannot be certain how much time will ultimately be required for it to complete the
restatement process.
Although the Companys management is still evaluating the implications of the restatements
described above on its internal control over financial reporting, when the Company files its Annual
Report on Form 10-K for the year ended October 31, 2007 and amends the previously filed quarterly
reports to effect the restatements, management expects the Company to report one or more material
weaknesses in the Companys internal control over financial reporting.
The Companys management and the Audit Committee have discussed the matters disclosed in this
Current Report on Form 8-K with Ernst & Young LLP, the Companys independent registered public
accounting firm.
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Forward-Looking Statements
This report on Form 8-K contains forward-looking statements that involve risks and
uncertainties. In some cases, forward-looking statements can be identified by words such as
anticipates, expects, believes, plans, predicts, and similar terms. Risks, uncertainties
and assumptions that could affect the Companys forward-looking statements include, among other
things, completion of the restatements described above and completion of the Companys financial
statements as of, and for the fiscal year ended October 31, 2007. Other risks and uncertainties
include, but are not limited to, those discussed under the heading Risk Factors in the Companys
Annual Report on Form 10-K for the year ended October 31, 2006 and subsequent Quarterly Reports on
Form 10-Q. Unless required by law, the Company expressly disclaims any obligation to update
publicly any forward-looking statements, whether as result of new information, future events or
otherwise.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibit is furnished as part of this Report on Form 8-K:
99.1 |
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Press Release of the Company dated December 3, 2007. |
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