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) July 26, 2005
(July 26, 2005)
STORAGE TECHNOLOGY CORPORATION
(Exact Name of Registrant As Specified In Its Charter)
| |
|
|
|
|
Delaware
(State or jurisdiction
of incorporation)
|
|
1-7534
(Commission
File Number)
|
|
84-0593263
(IRS Employer
Identification No.) |
One StorageTek Drive, Louisville, Colorado 80028-4309
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code
(303) 673-5151
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:
| |
|
|
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
|
|
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
|
|
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
|
|
o 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
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial
Condition.”
On
July 26, 2005, Storage Technology Corporation (“StorageTek”) announced its results of operations and financial condition for the
fiscal quarter ended July 1, 2005 in a Press Release, dated July 26, 2005, a copy of which is
furnished as Exhibit 99.1.
On July 26, 2005, StorageTek conducted its Second Quarter 2005 Financial Results Conference Call
(the “Conference Call”) for the fiscal quarter ended July 1, 2005. A copy of the script of the
prepared remarks of StorageTek’s Chairman of the Board, President and Chief Executive Officer,
Patrick J. Martin, for the Conference Call is furnished as Exhibit 99.2. A copy of the script of
the prepared remarks of StorageTek’s Corporate Vice President, Chief Financial Officer, Robert S.
Kocol, for the Conference Call is furnished as Exhibit 99.3.
Item 7.01 Regulation FD Disclosure
The information furnished under Item 2.02 of this Report on Form 8-K is hereby incorporated in Item
7.01 by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| |
99.1 |
|
Press Release, dated July 26, 2005 relating to StorageTek’s results
of operations and financial condition for the fiscal quarter ended
July 1, 2005. |
| |
| |
99.2 |
|
Script of prepared remarks of StorageTek’s Chairman of the Board,
President and Chief Executive Officer, Patrick J. Martin, for the
Conference Call. |
| |
| |
99.3 |
|
Script of prepared remarks of StorageTek’s Corporate Vice President,
Chief Financial Officer, Robert S. Kocol, for the Conference Call. |
Certain statements, projections and forecasts contained herein and in the exhibits furnished
herewith regarding StorageTek’s future performance and financial results, future products, and
business plans constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of
words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” and “believes.” There are
a number of risks and uncertainties that could cause StorageTek’s actual results to differ
materially.
Some of these risks and uncertainties include, but are not limited to, StorageTek’s ability to
develop, manufacture and market new products and services successfully; the effect of product mix
and distribution channel mix on our gross margins; our ability to execute our Information Lifecycle
Management strategy; competitive pricing pressures; rapid technological changes in the markets in
which we compete; our ability to attract and retain highly skilled employees; changes in our
management; our ability to protect and develop intellectual property rights; our reliance on
certain sole source suppliers; our ability to obtain quality parts and components in a timely
manner; the closing of the proposed merger with Sun Microsystems,
Inc., which remains subject to certain conditions, including
clearance under the European Union merger control regulation and
approval by StorageTek stockholders; general economic conditions in the United States and globally; and other risks described in
StorageTek’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K that are filed with the Securities and Exchange Commission and which are available on the
SEC’s website.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
|
Storage Technology Corporation |
Date: July 26, 2005 |
|
|
|
|
By: /s/ Thomas G. Arnold |
|
|
|
|
|
Vice President, |
|
|
Corporate Controller |
3