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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) June 19, 2001
Commission File Number 000-27707
AETHER SYSTEMS, INC.
(Exact name of registrant)
Delaware 52-2186634
(State of organization) (I.R.S. Employer Identification Number)
11460 Cronridge Drive, Owings Mills, Maryland 21117
(Address of principal executive offices and zip code)
(410) 654-6400
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
(a) Class action lawsuits
Aether Systems, Inc. and two of the company's executive officers are
among the defendants named in three purported class action lawsuits filed on
June 19, 2001, June 21, 2001 and June 28, 2001 in the United States District
Court for the Southern District of New York on behalf of persons and entities
who acquired Aether's common stock between October 21, 1999 and June 15, 2001.
The suit seeks damages on account of alleged violations of securities laws.
Among other things, the complaint claims that prospectuses, dated October 21,
1999 and September 27, 2000, respectively, issued by Aether in connection with
the public offerings of the company's common stock allegedly contained untrue
statements of material fact or omissions of material fact in violation of
securities laws because the prospectuses allegedly failed to disclose that the
offerings' underwriters had solicited and received additional and excessive
fees, commissions and benefits beyond those listed in the prospectuses and the
offerings' underwriters had entered into tie-in and other similar arrangements
with certain of their customers which were allegedly designed to maintain,
distort and/or inflate the market price of Aether's common stock in the
aftermarket. The actions seek unspecified monetary damages and rescission.
Aether intends to vigorously defend these actions.
(b) Announcement regarding cost cutting and revenues
On June 26, 2001, Aether announced that it will continue to focus on
cost cutting and operational efficiencies and advised that revenue growth for
the remainder of the year will be flat to modest. Aether advised that it
intended to reduce planned expenses by as much as $78 million. These activities
include:
- Elimination of redundant and non value-added job positions
- Reduction in marketing spending
- Restructuring of Sila Communications, Aether's European venture
- Reduction in capital spending; and
- Reduction in operating expenses.
Aether advised that the information was preliminary and that it would be
collecting additional data before providing further details.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. In particular, this report contains statements based on a
preliminary review by management of financial information for the second quarter
of 2001. Actual results could differ materially for a variety of reasons and
circumstances. These forward-looking statements are subject to a variety of
uncertainties including whether preliminary information accurately reflects
actual results,
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whether trends indicated to date continue into the future, and whether changes
in business conditions, company strategy or other factors occur. Information
about other specific factors that potentially could affect Aether's financial
results, including non-cash charges, is included in Aether's filings with the
Securities and Exchange Commission. Actual results could differ materially from
those indicated in this report. Aether undertakes no obligation to update
forward-looking statements set forth in this report.
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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 hereunto duly authorized.
Aether Systems, Inc.
By: /s/ David C. Reymann
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David C. Reymann
Chief Financial Officer
Dated: June 29, 2001