20.03.2007 21:26:00
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Black Box Announces Status of Independent Review of Stock Option Grant Practices and Expected Restatement of Previously Issued Financial Statements
Black Box Corporation (NASDAQ:BBOX) reported today on the status of the
independent review of past stock option grant practices currently being
undertaken under the direction of the Audit Committee (the "Audit
Committee”) of the Board of Directors of Black
Box Corporation (the "Company”),
with the assistance of outside legal counsel, and the expected
restatement of previously issued financial statements.
As previously announced, the Audit Committee is conducting an
independent review of the Company’s historical
stock option grant practices and related accounting for stock option
grants during the period from 1992 to the present. On February 1, 2007,
the Company announced that, while the review of option grant practices
was continuing, it believed that it would need to record additional
non-cash charges for stock-based compensation expense relating to
certain stock option grants and, accordingly, cautioned investors about
relying on its historical financial statements until the Company could
determine with certainty whether a restatement would be required and, if
so, the extent of any such restatement and the periods affected.
Although the Audit Committee has not yet completed its review, the Audit
Committee has concluded that the exercise price of certain stock option
grants differed from the fair market value of the underlying shares on
the appropriate measurement date. Although the review of option
practices is ongoing, Company management and the Audit Committee
currently expect that the Company's additional non-cash, pre-tax charges
for stock-based compensation expense relating to certain stock option
grants will approximate $63 million for the period under review. In
addition, the Company and the Audit Committee have now concluded that
the Company will need to restate its previously issued financial
statements contained in reports previously filed by the Company with the
Securities and Exchange Commission (the "SEC"). The Company continues to
expect that any such restatement will not have a material impact on its
earnings for the fiscal year ending March 31, 2007.
Accordingly, on March 19, 2007, Company management and the Audit
Committee concluded that the Company’s
previously issued financial statements and other historical financial
information and related disclosures for the period under review,
including applicable reports of its current or former independent
registered public accounting firms and related press releases, should
not be relied upon.
The Company will prepare and file with the SEC, as soon as practical
after completion of the ongoing review of option practices, any
necessary reports or amendments to previous SEC filings as well as its
Form 10-Q for the fiscal quarter ended December 30, 2006.
Company management and the Audit Committee have discussed the matters in
this release with BDO Seidman, LLP, the Company’s
independent registered public accounting firm.
This press release contains "forward-looking
statements” under the Private Securities
Litigation Reform Act of 1995, including those that involve the risks,
uncertainties and potential consequences relating to the findings of and
any recommendations relating to the ongoing independent review by the
Audit Committee regarding the Company's historical stock option grant
practices, the restatement of the Company’s
financial statements, the filing of the delinquent report on Form 10-Q
and the filing with the SEC of necessary restatements and amended
filings. Any forward-looking statements contained in this release are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. You can identify these forward-looking
statements by the fact that they use words such as "should,"
"anticipate," "estimate," "approximate," "expect," "target," "may,"
"will," "project," "intend," "plan," "believe" and other words of
similar meaning and expression. One can also identify forward-looking
statements by the fact that they do not relate strictly to historical or
current facts. Forward-looking statements are inherently subject to a
variety of risks and uncertainties that could cause actual results to
differ materially from those projected. Although it is not possible to
predict or identify all risk factors, they may include the timing of the
completion and results of the independent review of the Company’s
historical stock option grant practices by the Audit Committee, the
process of restating the Company's financial statements and filing
reports with the SEC, the outcome of the informal SEC inquiry into the
Company's historical stock option grant practices and the disposition of
the pending shareholder derivative action relating to such practices. We
can give no assurance that any goal, plan, date or target set forth in
forward-looking statements can be achieved and readers are cautioned not
to place undue reliance on such statements, which speak only as of the
date made. We undertake no obligation to release publicly any revisions
to forward-looking statements as a result of future events or
developments.
About Black Box
Black Box is the world's largest technical services company dedicated to
designing, building and maintaining today's complicated data and voice
infrastructure systems. Black Box services 175,000 clients in 141
countries with 173 offices throughout the world. To learn more, visit
the Black Box Web site at www.blackbox.com.
Black Box® and the Double Diamond logo are
registered trademarks of BB Technologies, Inc.
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