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): February 10, 2009
Luna Innovations Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-52008 | 54-1560050 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1 Riverside Circle, Suite 400
Roanoke, Virginia 24016
(Address of principal executive offices, including zip code)
540-769-8400
(Registrant’s telephone number, including area code)
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | 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)) |
| Item 2.02. | Results of Operations and Financial Condition. |
Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued on February 10, 2009 that includes certain forward-looking statements relating to certain preliminary expected financial information for Luna Innovations Incorporated for the year ended December 31, 2008.
The information in this Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated February 10, 2009, by Luna Innovations Incorporated. |
SIGNATURES
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.
| Luna Innovations Incorporated | ||
| By: | /s/ Dale E. Messick | |
| Dale E. Messick | ||
| Chief Financial Officer | ||
Date: February 10, 2009
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Press Release dated February 10, 2009, by Luna Innovations Incorporated. |
Exhibit 99.1
 |
Release Luna Innovations Incorporated 1 Riverside Circle, Suite 400 Roanoke, VA 24016 |
Luna Innovations Announces Preliminary 2008 Revenue Results
ROANOKE, VA, (February 10, 2009) Luna Innovations Incorporated (NASDAQ: LUNA), a developer of sensing & instrumentation and nanomaterial solutions for medical, telecommunications, energy and defense markets, today announced preliminary revenue results for 2008.
The company expects 2008 annual revenue to be approximately $36.9 million. The lower than expected 2008 revenues were primarily due to a decline in orders for telecommunications products in the fourth quarter. The company believes the decline in sales is related to customers reducing their capital expenditures as a result of the changes in the global economy. The expected revenue is an estimate pending the audit of the company’s financial results for the year ended December 31, 2008 and accordingly is subject to change.
Commenting on the announcement, Kent Murphy, Chairman and CEO of Luna Innovations, said “Luna is taking steps to control expenses. We ended 2008 with $15.5 million in cash, a net increase of approximately $300,000 in the fourth quarter. Given these times of economic uncertainty, it is difficult to project 2009 revenue. We currently expect flat to modest growth in 2009.”
The Technology Development Division achieved its planned growth of 15% in 2008 and has continued to be successful in attracting new awards in early 2009. Since December 2008, new contract awards and contracts in negotiation total in excess of $20M. These new awards support product development in sensors, nanomedicines and defense. In addition, the company continues to make progress towards opportunities with partners in alternative energy, medical devices, pharmaceuticals and defense solutions.
Luna will provide complete financial results, including an update on its outlook for 2009, in its regularly scheduled 2008 fourth quarter conference call and webcast, which will be announced in the near future.
~ MORE ~
| LUNA INNOVATIONS INCORPORATED | Luna Preliminary, Page 2 |
Dial-in and webcast access information will be available on the Investor Relations section of the Luna Innovations website at http://www.lunainnovations.com.
About Luna Innovations:
Luna Innovations Incorporated (www.lunainnovations.com) develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Our products are used to measure, monitor, protect and improve critical processes in the markets we serve. Through its disciplined commercialization business model, Luna has become a recognized leader in transitioning science to solutions. Luna is headquartered in Roanoke, Virginia.
Forward Looking Statements:
This release includes information that constitutes “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements regarding, but not limited to, expected revenues and other financial results, new contracts, effects of the global economy, and progress towards partnering opportunities. Actual results may differ materially from the expectations expressed in such forward-looking statements as a result of various factors, including without limitation the preliminary status of the expected financial results and potential adjustments to the expected results made during the ongoing close of the company’s financial records and year-end audit procedures; the government’s ability to cancel of all or a part of a contract for budgetary reasons, among other reasons; the company’s ability to transition its revenue mix to product revenues; the company’s limited experience in manufacturing products on a commercial scale; the company’s continued reliance on contract research, including government grants and contracts available only to small businesses, for a significant portion of its revenue; the company’s ability to remain eligible for small business government grants and contracts in the future; and risks inherent in current or future litigation proceedings. Additional factors that may affect the future results of the company are set forth in the company’s periodic reports and other filings with the Securities and Exchange Commission. Such filings are available at the SEC’s website at http://www.sec.gov, and at the company’s website at http://www.lunainnovations.com. The statements made in this release are based on information available to the company as of the date of this release and Luna Innovations undertakes no obligation to update any of the forward-looking statements after the date of this release.
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Investor Contact:
Dale Messick, CFO
Luna Innovations Incorporated
Phone:1.540.769.8400
Email: ir@lunainnovations.com
Media Contact:
Karin Clark
Luna Innovations Incorporated
Phone:1.540.769.8400
Email: kclark@lunainnovations.com