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: July 22, 2008
(Date of earliest event reported)
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-31321 | 94-3002667 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
16400 SE Nautilus Drive
Vancouver, Washington 98683
(Address of principal executive offices and zip code)
(360) 859-2900
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
NAUTILUS, INC.
FORM 8-K
| ITEM 2.05 | COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES |
On July 22, 2008 the Board of Directors of Nautilus, Inc., a Washington corporation (the “Company”), committed to a plan to consolidate its US manufacturing and distribution facilities. The Company expects to close its Tulsa, Oklahoma facility by the end of 2008 and transfer the Tulsa facility’s manufacturing and distribution operations to the Company’s existing facilities in Independence, Virginia and Portland, Oregon. The Company took this action to improve efficiency in its manufacturing and distribution operations.
The Company is unable at this time to provide a good faith estimate of the costs associated with the actions described above. The Company will file an amended report on Form 8-K under this Item 2.05 at such time as such determination is made.
The Company issued a press release on July 24, 2008 regarding the closure of its Tulsa facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Nautilus, Inc. Press Release dated July 24, 2008 | |
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.
| NAUTILUS, INC. | ||
| (Registrant) | ||
| By: | /s/ William D. Meadowcroft | |
| William D. Meadowcroft | ||
| Chief Financial Officer | ||
July 28, 2008
(Date)
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Nautilus, Inc. |
Wayne Bolio
360-859-2511
Nautilus Consolidates US Manufacturing and Distribution
Vancouver, Wash. – (July 24, 2008) – Nautilus, Inc. (NYSE: NLS) announces the consolidation of its US manufacturing and distribution facilities. Nautilus will close its Tulsa, Oklahoma facilities by the end of 2008 and transfer the manufacturing of their products, principally, to its facility in Independence, Virginia. The Company does not plan to eliminate any major product lines as a result of the consolidation. Nautilus distribution will be consolidated into its two centers located in Independence and Portland Oregon. The Company is in the process of determining the costs to be incurred for the consolidation and will disclose more information during their July 31, 2008 earnings conference call. “By streamlining these functions it supports our restructuring activity to provide better efficiency in our manufacturing processes and better service for our customers.” states Tim Joyce SVP/General Manager.
About Nautilus, Inc.
Headquartered in Vancouver, Wash., Nautilus, Inc. (NYSE:NLS) is a global fitness products company providing innovative, quality solutions to help people achieve a healthy lifestyle. With a brand portfolio including Nautilus®, Bowflex®, Schwinn®Fitness, StairMaster®, and Universal®, Nautilus manufactures and markets innovative fitness products through direct, commercial, retail, and international channels. Formed in 1986, the company has 1,100 employees and operations in Washington, Oregon, Oklahoma, Virginia, Canada, Switzerland, Germany, United Kingdom, Italy, China, Australia and other locations around the world. Website: www.nautilusinc.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, including statements concerning product line continuation and the expected date for completion of transition of manufacturing. Factors that could cause Nautilus, Inc. actual results to differ materially from these forward-looking statements include availability of media time and fluctuating advertising rates, its ability to successfully transfer products to alternative manufacturing facilities, manufacturing quality issues resulting in increased warranty costs, a decline in consumer spending due to unfavorable economic conditions, its ability to effectively develop, market, and sell future products, its ability to get foreign-sourced product through customs in a timely manner, its ability
to effectively identify, negotiate and integrate any future strategic acquisitions, its ability to protect its intellectual property, introduction of lower-priced competing products, unpredictable events and circumstances relating to international operations including its use of foreign manufacturers, government regulatory action, and general economic conditions. Please refer to our reports and filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, for a further discussion of these risks and uncertainties. We also caution you not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.