form8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 26, 2012
TESSCO Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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0-24746
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52-0729657
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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11126 McCormick Road, Hunt Valley, Maryland 21031
(Address of principal executive offices) (Zip Code)
(410) 229-1000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02.
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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On April 26, 2012, TESSCO Technologies Incorporated (the “Company”) issued a press release which contained, among other things, an announcement of the Company’s anticipated earnings per share for the fourth quarter of fiscal 2012. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Item 2.02, including the information in Exhibit 99.1 attached hereto pertaining to this Item 2.02, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.
Also, in the Company’s press release issued on April 26, 2012, the Company announced that it now anticipates the low margin third-party logistics relationship with its largest customer, AT&T Mobility, Inc., a tier one wireless carrier, to begin to transition in the second quarter of fiscal 2013 and to be fully terminated at some point during the Company’s third fiscal quarter, resulting in a significant reduction in revenues and a lesser relative impact on overall profits.
Also, in the Company’s press release issued on April 26, 2012, the Company announced that its Board of Directors will continue its cash dividend program with an $0.18 per common share cash dividend, payable on May 23, 2012 to holders of record on May 9, 2012. Any future declaration of dividends and the establishment of any corresponding record and payment dates remain subject to further determination from time to time by the Board of Directors.
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ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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a)
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Financial Statements of Businesses Acquired.
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None.
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b)
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Pro Forma Financial Information.
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None.
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Exhibit No.
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Description
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99.1
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Press Release dated April 26, 2012
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Information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in the TESSCO Technologies Incorporated Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.
SIGNATURE
Pursuant to the requirements of the Securities and 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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TESSCO Technologies Incorporated
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Date: April 26, 2012
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By:
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/s/ David M. Young
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David M. Young
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Chief Financial Officer
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(principal financial and accounting officer)
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Press Release dated April 26, 2012
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