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): February 8, 2011
Diebold, Incorporated
(Exact name of registrant as specified in its charter)
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| Ohio
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1-4879
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34-0183970 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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5995 Mayfair Road, P.O. Box 3077,
North Canton, Ohio
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44720-8077 |
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 490-4000
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:
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 (17 CFR 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-4(c))
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| Item 2.02 |
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Results of Operations and Financial Condition |
On February 14, 2011, Diebold, Incorporated (the “Company”) issued a news release announcing its
results for the fourth quarter and full-year of 2010. The news release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information in this report shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section and shall not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended.
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| Item 2.06 |
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Material Impairments |
As part of the Company’s annual impairment testing of goodwill, management, after consultation with
the Audit Committee of the Board of Directors of the Company, concluded on February 8, 2011, that a
non-cash goodwill impairment charge of approximately $169 million (before tax) related to the
Company’s Europe, Middle East and Africa (“EMEA”) reporting unit will be required in the fourth
quarter of 2010. This non-cash goodwill impairment charge represents all of the goodwill
associated with the Company’s EMEA reporting unit.
Due to the operational challenges experienced in the EMEA region over the past few quarters and the
negative business impact related to potential Foreign Corrupt Practices Act compliance issues
within the region, management has reduced its near-term earnings outlook for the EMEA reporting
unit, resulting in the goodwill impairment charge. This goodwill impairment charge is preliminary,
is based on management’s best estimates based on a full valuation study of the EMEA reporting unit
and will be finalized prior to the Company filing its 2010 annual report on Form 10-K during the
first quarter of 2011.
On February 9, 2011, the Board of Directors of the Company authorized the Company to repurchase up
to an additional 1.9 million of its common shares. This authorization is in addition to the
approximately 2.1 million shares that the Company may repurchase pursuant to its existing board
authorization.
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| Item 9.01 |
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Financial Statements and Exhibits |
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| Exhibit |
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Description |
99.1
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News release of Diebold, Incorporated dated February 14, 2011 |