Monday, March 14, 2005
[SEC FORM 8-K] The company anticipates filing a Form 12b-25 with the SEC to obtain an automatic extension to file its Form 10-K
================================================================================
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): March 11, 2005
--------------
InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
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.
Attached as an exhibit to this Current Report on Form 8-K is a press release
issued by InterDigital Communications Corporation (the "Company") on March 11,
2005, announcing that the Company anticipates filing with the Securities and
Exchange Commission a Form 12b-25 Notification of Late Filing pursuant to Rule
12b-25 of the Securities Exchange Act of 1934 to obtain an automatic extension
to file its Annual Report on Form 10-K for the period ended December 31, 2004. A
copy of the press release is incorporated herein and is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with this report:
Exhibit 99.1 - Press release dated March 11, 2005.
2
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.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ R.J. Fagan
------------------------------
Richard J. Fagan
Chief Financial Officer
Date: March 14, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated March 11, 2005
Exhibit 99.1
InterDigital Anticipates Filing an Automatic Extension for
Form 10-K Filing
KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--March 11,
2005--InterDigital Communications Corporation (NASDAQ:IDCC), a leading
architect, designer and provider of wireless technology and product
platforms, today announced that it anticipates filing with the
Securities and Exchange Commission (SEC) a Form 12b-25 Notification of
Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of
1934 to obtain an automatic extension to file its Form 10-K for the
year ended December 31, 2004.
On March 10, 2005, the Company issued its preliminary financial
results for fourth quarter and full year 2004. The results were
preliminary because the Company is in the process of responding to
comments by the SEC associated with a periodic review of the Company's
Form 10-K for the year ended December 31, 2003 and Form 10-Q for the
quarter ended September 30, 2004. Two principal items remaining in the
review relate to the timing of the expense recognition of the
Company's foreign source withholding taxes and the ten year
amortization period for costs of internally developed patents. The
Company is continuing to address these items with the SEC. The Company
will be unable to finalize its financial results until these items are
resolved which it anticipates will occur after March 16, 2005.
Resolution of these items will have no effect on the Company's cash
flow or underlying economics of the business.
The Company can make no prediction at this time as to the outcome
of the review with the SEC, any impact the resolution of the review
may have on amounts recorded for foreign source withholding taxes and
amortization of patent costs, and whether or not such resolution will
result in the Company reporting a material weakness in the Company's
internal control over financial reporting as required by Section 404
of The Sarbanes-Oxley Act of 2002.
About InterDigital
InterDigital architects, designs and provides advanced wireless
technologies and products that drive voice and data communications.
The Company offer technology and product solutions for mainstream
wireless applications that deliver time-to-market, performance, and
cost benefits, as well as product differentiation advantages, to its
commercial and government/military customers. InterDigital has a
strong portfolio of patented technologies covering 2G, 2.5G, 3G and
802 standards, which it licenses worldwide. For more information,
please visit InterDigital's web site: www.interdigital.com.
InterDigital is a trademark of InterDigital Communications
Corporation.
CONTACT: InterDigital Communications Corporation
Media Contact:
Dawn Goldstein, 610-878-7800
e-mail: dawn.goldstein@interdigital.com
or
Investor Contact:
Janet Point, 610-878-7800
e-mail: janet.point@interdigital.com
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): March 11, 2005
--------------
InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
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.
Attached as an exhibit to this Current Report on Form 8-K is a press release
issued by InterDigital Communications Corporation (the "Company") on March 11,
2005, announcing that the Company anticipates filing with the Securities and
Exchange Commission a Form 12b-25 Notification of Late Filing pursuant to Rule
12b-25 of the Securities Exchange Act of 1934 to obtain an automatic extension
to file its Annual Report on Form 10-K for the period ended December 31, 2004. A
copy of the press release is incorporated herein and is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with this report:
Exhibit 99.1 - Press release dated March 11, 2005.
2
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.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ R.J. Fagan
------------------------------
Richard J. Fagan
Chief Financial Officer
Date: March 14, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release dated March 11, 2005
Exhibit 99.1
InterDigital Anticipates Filing an Automatic Extension for
Form 10-K Filing
KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--March 11,
2005--InterDigital Communications Corporation (NASDAQ:IDCC), a leading
architect, designer and provider of wireless technology and product
platforms, today announced that it anticipates filing with the
Securities and Exchange Commission (SEC) a Form 12b-25 Notification of
Late Filing pursuant to Rule 12b-25 of the Securities Exchange Act of
1934 to obtain an automatic extension to file its Form 10-K for the
year ended December 31, 2004.
On March 10, 2005, the Company issued its preliminary financial
results for fourth quarter and full year 2004. The results were
preliminary because the Company is in the process of responding to
comments by the SEC associated with a periodic review of the Company's
Form 10-K for the year ended December 31, 2003 and Form 10-Q for the
quarter ended September 30, 2004. Two principal items remaining in the
review relate to the timing of the expense recognition of the
Company's foreign source withholding taxes and the ten year
amortization period for costs of internally developed patents. The
Company is continuing to address these items with the SEC. The Company
will be unable to finalize its financial results until these items are
resolved which it anticipates will occur after March 16, 2005.
Resolution of these items will have no effect on the Company's cash
flow or underlying economics of the business.
The Company can make no prediction at this time as to the outcome
of the review with the SEC, any impact the resolution of the review
may have on amounts recorded for foreign source withholding taxes and
amortization of patent costs, and whether or not such resolution will
result in the Company reporting a material weakness in the Company's
internal control over financial reporting as required by Section 404
of The Sarbanes-Oxley Act of 2002.
About InterDigital
InterDigital architects, designs and provides advanced wireless
technologies and products that drive voice and data communications.
The Company offer technology and product solutions for mainstream
wireless applications that deliver time-to-market, performance, and
cost benefits, as well as product differentiation advantages, to its
commercial and government/military customers. InterDigital has a
strong portfolio of patented technologies covering 2G, 2.5G, 3G and
802 standards, which it licenses worldwide. For more information,
please visit InterDigital's web site: www.interdigital.com.
InterDigital is a trademark of InterDigital Communications
Corporation.
CONTACT: InterDigital Communications Corporation
Media Contact:
Dawn Goldstein, 610-878-7800
e-mail: dawn.goldstein@interdigital.com
or
Investor Contact:
Janet Point, 610-878-7800
e-mail: janet.point@interdigital.com
