UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2008
NOVATEL WIRELESS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-31659 | 86-0824673 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
9645 Scranton Road, Suite 205
San Diego, CA 92121
(Address of Principal Executive Offices, including Zip Code)
(858) 320-8800
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 6, 2008, Novatel Wireless, Inc. (the “Company”) announced that its Board of Directors approved a stock repurchase program providing for the repurchase of up to $25 million of the Company’s common stock on the open market through September 5, 2008. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The stock repurchase program does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase program at any time. A copy of the Company’s press release announcing the stock repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 of Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company on March 6, 2008 | |
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.
| NOVATEL WIRELESS, INC. | ||||||||
| Date: March 6, 2008 | By: | /s/ Kenneth Leddon | ||||||
| Kenneth Leddon Senior Vice President and Chief Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company on March 6, 2008 | |
Exhibit 99.1
NOVATEL WIRELESS ANNOUNCES $25 MILLION SHARE REPURCHASE PROGRAM
SAN DIEGO, CA — March 6, 2008 — Novatel Wireless, Inc. (Nasdaq: NVTL), a leading provider of wireless broadband access solutions, today announced that its board of directors approved a share repurchase program that authorizes the Company to purchase up to $25 million in the aggregate of the Company’s common stock through September 5, 2008, as market and business conditions warrant.
“We believe the current share price does not reflect the Company’s long-term growth prospects, and we intend to be aggressive in executing this program. This action underscores our confidence in our business and our continued commitment to maximizing value for our shareholders,” said Peter Leparulo, executive chairman of Novatel Wireless. “Given the Company’s financial strength and cash generation, we believe this share repurchase program is both timely and appropriate as part of the Company’s overall capital allocation strategy. We will also consider additional repurchase plans in the future, dependent on market conditions.”
The stock purchases may be made from time to time on the open market in compliance with applicable state and federal securities laws. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.
Novatel Wireless Announces $25 Million Share Repurchase Program
About Novatel Wireless
Novatel Wireless, Inc. is revolutionizing wireless communications. The Company is a leader in the design and development of innovative wireless broadband access solutions based on 3G WCDMA (HSDPA & UMTS), CDMA and GSM technologies. Novatel Wireless’ Merlin TM PC Cards and ExpressCards, Expedite® Embedded Modules, MobiLink TM Communications Software Suite, Ovation TM Fixed Mobile Convergence Products and Conversa TM Software Suite enable high-speed wireless Internet access. The company delivers innovative 3G solutions to operators, distributors and vertical markets worldwide. Headquartered in San Diego, California, Novatel Wireless is listed on NASDAQ: NVTL. For more information please visit www.novatelwireless.com. (NVTLG)
Cautionary Note Regarding Forward-Looking Statements
Some of the information presented in this release constitutes forward-looking statements based on management’s current expectations, assumptions, estimates and projections. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “may,” “estimate,” “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will” and similar words and phrases indicating future results. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. The Company therefore cannot guarantee future results, performance or achievements.
These factors, as well as other factors detailed from time to time in the Company’s SEC reports and filings (available at www.sec.gov), could cause actual results to differ materially. Novatel Wireless assumes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to applicable law and our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.
©2007 Novatel Wireless. All rights reserved. The Novatel Wireless logo, Merlin, Expedite, MobiLink, Ovation and Conversa are trademarks of Novatel Wireless, Inc. Other product or service names mentioned herein are the trademarks of their respective owners.
For more information, contact:
Contacts:
Julie Cunningham
Vice President, IR & Communications
(858) 431-3711
ir@nvtl.com
or
Mike Bishop
The Blueshirt Group
(415) 217-4968
mike@blueshirtgroup.com