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): March 13, 2012
Kensey Nash Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-34388 | 36-3316412 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
735 Pennsylvania Drive, Exton, Pennsylvania 19341
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (484) 713-2100
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 7.01 | Regulation FD Disclosure |
On March 13, 2012, Kensey Nash Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) has declared a cash dividend of $0.25 per share of the Company’s Common Stock, payable to stockholders of record on April 30, 2012. The dividend will be paid on May 31, 2012. This declaration reflects the second consecutive quarterly dividend under the Company’s dividend policy adopted January 3, 2012, whereby the Board expects to declare a total annual dividend of $1.00 per share of the Company’s Common Stock, to be paid in equal quarterly installments. Any decision to pay future cash dividends will, however, be made by the Board and will depend on the Company’s future earnings and financial condition and other relevant factors. The press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Form 8-K (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release issued by Kensey Nash Corporation on March 13, 2012 (furnished herewith). | |
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.
| KENSEY NASH CORPORATION | ||
| By: | /s/ Michael Celano | |
| Michael Celano | ||
| Chief Financial Officer | ||
Dated: March 13, 2012
3
Exhibit 99.1
CONTACT:
Joseph W. Kaufmann
President and Chief Executive Officer
(484) 713-2100
KENSEY NASH CORPORATION DECLARES A QUARTERLY DIVIDEND OF $0.25 PER SHARE
EXTON, PENNSYLVANIA, March 13, 2012 — The board of directors of Kensey Nash Corporation (Nasdaq: KNSY) announced today that the board has declared a cash dividend of $0.25 per share of the Company’s common stock, payable to stockholders of record on April 30, 2012. The dividend will be paid on May 31, 2012. A total of approximately $2.2 million will be paid on the Company’s 8.7 million outstanding shares of common stock. This declaration is the second consecutive quarterly dividend under the Company’s dividend policy, adopted on January 3, 2012, whereby the board of directors expects to declare a total annual dividend of $1.00 per share of common stock, to be paid in equal quarterly installments. Any decision to pay future cash dividends will, however, be made by the board of directors and will depend on the Company’s future earnings and financial condition and other relevant factors.
On an annualized basis, the quarterly dividend announced today represents a yield of 4.2% based upon the $23.93 per share closing price of the Company’s common stock on the NASDAQ Global Select Market on March 12, 2012. With the payment of this dividend, the Company will have paid a total of approximately $4.4 million in cash dividends.
About Kensey Nash Corporation. Kensey Nash Corporation is a medical device company primarily focused on regenerative medicine utilizing its proprietary collagen and synthetic polymer technology. The Company is recognized as a leader for innovative product development and unique technology in the field of resorbable biomaterials. The Company has an extensive range of products, which are sold through strategic partners in multiple medical markets, including the cardiology, orthopaedic, sports medicine, spine, endovascular and general surgery markets. For more information, visit www.kenseynash.com.
Cautionary Note for Forward-Looking Statements. This press release contains forward-looking statements, including statements regarding the current expectations of Kensey Nash Corporation (the “Company”) about its prospects and opportunities. The forward-looking statements are covered by the “Safe Harbor for Forward-Looking Statements” provided by the Private Securities Litigation Reform Act of 1995. The Company has tried to identify the forward-looking-statements by using words such as “plan,” “expect,” “will,” “would,” “should,” “believe,” “guidance” and similar expressions, but these words are not the exclusive means for identifying such statements. The Company’s expectation that dividends will be paid on a quarterly basis assumes that the Company’s financial condition will permit payment under Delaware law, that the Company will generate sufficient cash flow to warrant the payment of a dividend, and that the declaration and payment of cash dividends can be made in accordance with applicable law and agreements of the Company. The Company also cautions that a number of other risks, uncertainties and other important factors could cause the Company’s actual results to differ materially from those expressed in, or implied by, the forward-looking statements, and therefore impact the board of directors’ determination of future dividend payments, including, without limitation, the Company’s mediation with St. Jude Medical, the Company’s success in and the
uncertainty of transitioning the Norian manufacturing operations to the Company and Synthes’ success in distributing the Norian products, St. Jude Medical’s success in selling the Angio-Seal device and the extent to which St. Jude Medical is able to and does in fact rely on its internal manufacturing to fulfill its requirements for collagen plugs for the Angio-Seal device, the success of the Company’s customers and partners (including St. Jude Medical, Arthrex, Stryker and Synthes) in selling Kensey Nash related products in the marketplace, the Company’s success in its research and development efforts (including in its cartilage repair, extracellular matrix and adhesive materials programs), the success of clinical trials in both the U.S. and outside the U.S. to support regulatory approval of the Company’s products, and competition from other technologies, as well as tax and other risks associated with healthcare reform, general economic conditions and foreign currency fluctuations. For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s SEC filings, including the disclosures under “Risk Factors” in those filings. Except as expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.