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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: January 28, 2002
(Date of earliest event reported)
NOVATEL WIRELESS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE (State or other jurisdiction or incorporation or organization) |
COMMISSION FILE: 0-31659 |
86-0824673 (I.R.S. Employer Identification No.) |
9360 Towne Centre Drive
San Diego, California 92121
(Address of principal executive offices, including zip code)
(858) 320-8800
(Registrant’s phone number, including area code)
| ITEM 5. OTHER EVENTS | ||||||||
| ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
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ITEM 5. OTHER EVENTS
Settlement with Sanmina-SCI Corporation
On February 5, 2002, Novatel Wireless, Inc. (Nasdaq:NVTL) (the “Company”), a leading provider of wireless data access solutions, announced it settled its lawsuit with Sanmina-SCI Corporation and Sanmina Canada ULC.
As previously disclosed in the Company’s quarterly reports on Form 10-Q, in October 2001 Sanmina Corporation (now known as Sanmina-SCI Corporation) (“Sanmina”) filed suit against the Company in Santa Clara County Superior Court seeking approximately $27 million on claims for breach of contract related to the purchase of inventory. Sanmina and the Company reached a settlement of the litigation to end any and all disputes and litigation arising from the claims and signed a settlement agreement and mutual general release (the “Settlement”). The Settlement became effective on January 28, 2002.
As part of the Settlement, the Company made a cash payment to Sanmina of one million three hundred thousand dollars ($1,300,000) and issued to Sanmina five million (5,000,000) shares of common stock. Sanmina has an option, which option must be exercised no later than February 11, 2002, to cause the Company to repurchase from Sanmina up to two million (2,000,000) of the shares of common stock at a price of $0.80 per share. In addition, the Company agreed to purchase certain inventory from Sanmina on a monthly basis through September 2003.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
| EXHIBIT NO. | DESCRIPTION | |||||
| 99.1 | Press Release by the Registrant dated February 5, 2002. |
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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,
| Novatel Wireless, Inc. | ||
| | ||
| Date: February 6, 2002 | By: | /s/ MELVIN L. FLOWERS |
| Melvin L. Flowers Senior Vice President, Finance, Chief Financial Officer and Secretary |
||
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |||||
| 99.1 | Press Release by the Registrant dated February 5, 2002. |
II-1
EXHIBIT 99.1 Novatel Wireless and Sanmina Settle Lawsuit SAN DIEGO, CALIFORNIA - February 5, 2002 - Novatel Wireless, Inc. (Nasdaq:NVTL), a leading provider of wireless data access solutions, today announced it has settled its lawsuit with Sanmina-SCI Corporation and Sanmina Canada ULC. Among the terms of the settlement, Novatel Wireless issued 5 million shares of its common stock to Sanmina. ABOUT NOVATEL WIRELESS, INC. Novatel Wireless, Inc. is a leading provider of wireless data modems and software for use with handheld computing devices and portable personal computers. The company delivers innovative and comprehensive solutions that enable businesses and consumers to access personal, corporate and public information through email, enterprise networks and the Internet. Novatel Wireless also offers wireless data modems and custom engineering services for hardware integration projects in a wide range of vertical applications. The Novatel Wireless product portfolio includes the Minstrel(R) Family of Wireless Handheld Modems, Merlin(TM) Family of Wireless PC Card Modems, Sage(R) Wireless Serial Modems, Lancer 3W(TM) Family of Ruggedized Modems and Expedite(TM) Family of Wireless Embedded Modems. Headquartered in San Diego, California, Novatel Wireless is listed on the Nasdaq Stock Market (Nasdaq: NVTL). For more information, please visit the Novatel Wireless web site: www.novatelwireless.com or call 888-888-9231. This release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include risks relating to technological changes, continued acceptance of Novatel Wireless' products and dependence on intellectual property rights. These factors, as well as other factors that could cause actual results to differ materially, are discussed in more detail in Novatel Wireless' filings with the United States Securities and Exchange Commission and other regulatory agencies. Contacts: Melvin Flowers Chief Financial Officer Novatel Wireless 888-888-9231 mflowers@novatelwireless.com Chris Danne Brinlea Johnson Blue Shirt Group (415) 217-7722 chris@blueshirtgroup.com brinlea@blueshirtgroup.com