UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of Earliest Event
Reported): February 5, 2008
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IOMEGA
CORPORATION
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(Exact
Name of Registrant as Specified in its
Charter)
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Delaware
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1-12333
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86-0385884
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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10955 Vista Sorrento Parkway, San Diego, CA
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92130
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(Address of Principal Executive Offices)
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(Zip
Code)
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(858)
314-7000
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions.
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
XX
] 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))
Important
Additional
Information for Investors and Stockholders
This
filing, to the extent that it
discusses Iomega’s acquisition of ExcelStor, relates to the proposed acquisition
of ExcelStor Great Wall Technology Limited, a Cayman Islands company (“EGWTL”),
and Shenzhen ExcelStor Technology Limited, a PRC company (“SETL”) by Iomega
Corporation (“Iomega” or the “Company”) from Great Wall Technology Company
Limited, a People’s Republic of China company (“GWT”), ExcelStor Group Limited,
a Cayman Islands company (“EGL”), ExcelStor Holdings Limited, a British Virgin
Islands company (“EHL” and, together with GWT and EGL, the “Selling
Shareholders”), pursuant to the terms of a Share Purchase Agreement, dated as of
December 12, 2007 among Iomega, the Selling Shareholders, EGWTL, and SETL
(the “Proposed Acquisition”). In connection with the ExcelStor transaction, the
Company intends to file a proxy statement with the SEC. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of the proxy statement (when it becomes
available) and other documents filed by the Company at the SEC’s website at
http://www.sec.gov
.
A free copy of the proxy statement
when it becomes available may also be obtained from the Company, by calling
Investor Relations at (801) 332-3585 or by writing to Iomega Corporation,
Attn:
Investor Relations, 10955 Vista Sorrento Parkway, San Diego, CA
91230.
The
Company, EGWTL, SETL, the Selling
Shareholders and each of their respective executive officers and directors
may
be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in favor of the transaction. Information about
the
executive officers and directors of the Company and their ownership of the
Company’s common stock is set forth in the proxy statement for the Company’s
2007 Annual Meeting of Stockholders filed with the SEC on April 13, 2007
and the
Company’s Current Reports on Form 8-K filed with the SEC on September 27, 2007,
November 8, 2007, December 12, 2007, December 20, 2007, and January 23, 2008.
Certain directors and executive officers of the Company may have direct or
indirect interests in the transaction due to securities holdings, pre-existing
or future indemnification arrangements, vesting of options or rights to
severance payments if their employment is terminated following the transaction.
Additional information regarding the Company, EGWTL, SETL, the Selling
Shareholders and the interests of each of their respective executive officers
and directors in the transaction will be contained in the proxy statement
regarding the transaction that will be filed by the Company with the
SEC.
SECTION
2 – FINANCIAL INFORMATION
Item
2.02. Results of Operations and Financial
Condition
On
February 5, 2008, Iomega Corporation announced its financial results for
the
quarter ended December 31, 2007 in a press release entitled, “Iomega Reports
Fourth Quarter Financial Results”. The full text of the press release
issued in connection with the announcement is furnished as Exhibit 99.1 to
this
Current Report on Form 8-K.
In
the
press release, we present the following non-GAAP financial measures on a
forward-looking basis: non-GAAP net income and non-GAAP net income
per share. As used herein, “GAAP” refers to accounting principles generally
accepted in the United States. These non-GAAP financial measures exclude
pre-tax, expenses for external professional fees associated with our recently
announced and pending acquisition of ExcelStor Group. We are unable to provide
a
quantitative reconciliation with respect to these prospective non-GAAP measures
because we are unable to forecast the amount of these expenditures with any
precision since they will be dependent on a number of factors such as the
timing
of the acquisition, foreign approvals in China, U.S. government requests,
speed
of responses and level of involvement from transaction partners in China
and
other factors outside of management’s control.
We
also
consider evaluation of our performance net of this item to be meaningful
to
shareholders because external expenses associated with the pending acquisition
relate to a unique, one-time strategic transaction and because this is a
time of
transition for Iomega during which we desire that shareholders be able to
readily see how Iomega’s financial results may look notwithstanding certain
significant expenses which we do not expect to continue over the long
term. Iomega has not incurred similar sized expenses in connection
with strategic transactions in many years.
Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with
GAAP. Non-GAAP financial measures as reported by us may not be
comparable to similarly titled items reported by other companies.
SECTION
9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item
9.01. Financial Statements and Exhibits
(c)
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Exhibits.
The
exhibit listed on the Exhibit Index relates to Item 2.02 and shall
be
deemed furnished as a part of this Current Report on Form
8-K.
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SIGNATURE
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 thereunto
duly authorized.
Date:
February 5, 2008
IOMEGA
CORPORATION
(Registrant)
By:
/s/Preston
Romm
Preston
Romm
Vice President of Finance and Chief
Financial
Officer
EXHIBIT
INDEX
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Press
release issued on February 5, 2008 announcing Iomega Corporation’s fourth
quarter 2007 financial results and entitled, “Iomega Reports Fourth
Quarter Financial Results”.
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5