GLENAYRE TECHNOLOGIES, INC.
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 7, 2006
Glenayre Technologies, Inc.
(Exact name of registrant as specified in charter)
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| Delaware
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0-15761
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98-0085742 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
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file number)
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Identification Number) |
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| 825 8th Avenue, 23rd Floor, New York, New York
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10019 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 770-283-1000
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 (17CFR 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-4c))
Item 2.02 Results of Operations and Financial Condition.
On March 7, 2006, Glenayre Technologies, Inc. (the “Company”) issued a news release providing
financial results for the quarter and year ended December 31, 2005. Additionally, the Company
posted to its website www.Glenayre.com a presentation entitled “Glenayre Technologies, Inc. 2005
Fourth Quarter Results”. A link to this presentation is included in the news release. The news
release and the presentation contain forward-looking statements regarding the Company and include
cautionary statements identifying important factors that could cause actual results to differ.
The Company’s news release and website presentation are furnished as Exhibits 99.1 and 99.2,
respectively, to this Current Report.
Neither the foregoing nor the news release and website presentation furnished as Exhibits 99.1 and
99.2 shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934. The information in this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
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99.1
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Company’s News Release dated March 7, 2006. |
99.2
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Company’s website presentation “Glenayre Technologies, Inc. 2005
Fourth Quarter Results”. |
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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.
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Glenayre Technologies, Inc |
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Dated: March 7, 2006
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By:
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/s/
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Debra Ziola
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Name: |
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Debra Ziola |
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Title: |
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Executive Vice President |
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and Chief Financial Officer |
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2
Glenayre Technologies, Inc.
EXHIBIT INDEX
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| Exhibit No. |
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Exhibit Description |
99.1
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Company’s News Release dated March 7, 2006. |
99.2
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Company’s website presentation “Glenayre
Technologies, Inc. 2005 Fourth Quarter Results”. |