DZSの適時開示・その他

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): April 22, 2024

DZS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-32743	22-3509099
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5700 Tennyson Parkway, Suite 400

Plano, TX 75024

(Address of Principal Executive Offices, Including Zip Code)

(469) 327-1531

(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:


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	DZSI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2024, DZS Inc. (the “Company”) announced the appointment of Brian Chesnut as the Company’s Chief Accounting Officer, effective as of such date. Mr. Chesnut will report directly to the Company’s Chief Financial Officer, Misty Kawecki, and will also work closely with senior leadership and the Company’s new independent public accounting firm, BDO USA, P.C., and oversee all corporate accounting functions, including reporting, governance and internal controls.

Mr. Chesnut, age 45, brings to the Company nearly 15 years of accounting leadership experience. Prior to joining the Company, Mr. Chesnut was the Vice President and Head of Corporate Accounting for Continental Battery Systems (“Continental”) from 2022 to 2024, where he helped manage $1 billion in revenue for Continental’s U.S. and Canadian divisions, led a successful Enterprise Resource Planning implementation to combine seven legacy companies and established internal controls to improve financial statement reporting. Mr. Chesnut also served in various senior management roles with several public companies which included Jacobs Engineering from 2019 to 2022, where he designed and implemented a consolidation process to improve reporting on $1.5 billion in revenue from Jacobs’ joint ventures.

Item 7.01 Regulation FD Disclosure.

On April 22, 2024, the Company issued a press release regarding the appointment of Mr. Chesnut as the Company’s Chief Accounting Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, are deemed to be “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description

99.1						Press Release issued on April 22 , 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Date: April 22, 2024	DZS Inc.

	By:	/s/ Misty Kawecki
		Misty Kawecki
		Chief Financial Officer

EX-99.1 2 pressrelease-exxnewofficers.htm EX-99.1 Document

Exhibit 99.1


RELEASE
April 2024

DZS Appoints Brian Chesnut as Chief Accounting Officer

DALLAS, Texas, USA, April 22, 2024 – DZS (Nasdaq: DZSI), a global leader of broadband networking and AI-driven cloud software solutions, today announced that Brian Chesnut has been appointed as the company’s Chief Accounting Officer (CAO), reporting directly to Chief Financial Officer (CFO), Misty Kawecki. Mr. Chesnut will be responsible for working closely with the CFO, senior leadership and the company’s new independent public accounting firm, BDO USA, overseeing all corporate accounting functions including reporting, governance and internal controls.

“The leadership team and Board of Directors recognized the importance of making this critical role part of our senior management team as we are more committed than ever to improving internal controls, accounting processes and corporate governance,” said Kawecki. “Brian brings a wealth of accounting expertise and leadership from an impressively wide range of global private and public companies including Big Four accounting firms and has a proven track record of navigating even the most complex of financial environments. Brian’s deep knowledge and strategic insights will strengthen our financial operations and support DZS’ mission to deliver cutting-edge broadband networking and AI-driven cloud software solutions.”

Mr. Chesnut is an accomplished executive who brings to DZS nearly 15 years of accounting leadership experience. Before joining DZS, Mr. Chesnut was the Vice President and Head of Corporate Accounting for Continental Battery Systems, where he helped manage $1 billion in revenue for the company’s U.S. and Canadian divisions, led a successful Enterprise Resource Planning (ERP) implementation to combine seven legacy companies and established internal controls to improve financial statement reporting. Mr. Chesnut also served in various senior management roles with several public companies including Jacobs Engineering, where he designed and implemented a consolidation process to improve reporting on $1.5 billion in revenue from Jacobs’ joint ventures.

"I am thrilled to join DZS during such a pivotal time in the company’s history,” said Mr. Chesnut. “Charlie Vogt and the leadership team have laid out a clear vision for how the company will differentiate itself from the competition through continued innovation and a customer-first entrepreneurial approach. I look forward to working with the DZS team across the world to not only meet but exceed our financial goals and build on recent critical strides DZS has made to bolster its financial standing.”

Mr. Chesnut joins DZS following several strategic transactions including securing $25 million of working capital through a private placement of DZS common stock and a term loan and the divestiture of the company’s lower margin Asia business, which eliminated $43 million of debt and raised an additional $5 million.

To learn more about DZS, visit https://www.dzsi.com

About DZS

DZS Inc. (Nasdaq: DZSI) is a global leader of broadband networking and AI-driven cloud software solutions.

DZS, the DZS logo, and all DZS product names are trademarks of DZS Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change.

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Private Securities Litigation Reform Act of 1995. These statements reflect the beliefs and assumptions of the Company’s management as of the date hereof. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words, and similar expressions are intended to identify forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results could differ materially and adversely from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, those risk factors contained in the Company’s SEC filings available at www.sec.gov, including without limitation, the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and subsequent filings. In addition, additional or unforeseen affects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.

DZS undertakes no obligation to update or revise any forward-looking statements for any reason.

For further information see: www.DZSi.com.

DZS on Twitter: https://twitter.com/dzs_innovation

DZS on LinkedIn: https://www.linkedin.com/company/DZSi/

Press Inquiries:

Kenny Vesey, Thatcher+Co.

Phone: +1 973.518.3644

Email: kvesey@thatcherandco.com