8-K 1 d8k.txt FORM 8-K 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): July 31, 2002 NMT Medical, Inc. (Exact name of registrant as specified in charter) Delaware 000-21001 95-4090463 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No. 27 Wormwood Street, Boston, Massachusetts 02210-1625 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 737-0930 N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On July 31, 2002, NMT Medical, Inc. (the "Company") completed the disposition of its neurosciences business unit to Integra LifeSciences Corporation ("Integra"), a Delaware corporation and a wholly owned subsidiary of Integra LifeSciences Holdings Corporation. Pursuant to a Stock Purchase Agreement, dated as of July 31, 2002 (the "Agreement"), between the Company and Integra, the Company received $5.4 million in cash from Integra in exchange for all of the capital stock of each of NMT NeuroSciences (US), Inc., NMT NeuroSciences (IP), Inc. and NMT NeuroSciences (International), Inc., each of which was a wholly owned subsidiary of the Company. The Company's aneurysm clip products were not included in the sale. The Agreement contains customary representations, warranties, covenants and indemnification provisions on behalf of the Company. Prior to the execution of the Agreement, neither the Company nor any of its affiliates, nor any director or officer of the Company or any associate of any such director or officer, had any material relationship with Integra. The Company's press release, dated August 1, 2002, is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (b) Pro Forma Financial Information 2 Introduction to Pro Forma Consolidated Balance Sheet as of June 30, 2002 and Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2001 and Six Months Ended June 30, 2002 On July 31, 2002, the Company completed the disposition of its neurosciences business unit to Integra in exchange for $5.4 million in cash. The accompanying unaudited pro forma consolidated balance sheet as of June 30, 2002 gives effect to the disposition of the neurosciences business unit as if it had occurred on June 30, 2002. The accompanying unaudited pro forma consolidated statements of operations for the year ended December 31, 2001 and for the six months ended June 30, 2002 give effect to the disposition of the neurosciences business unit as if it had occurred immediately prior to the beginning of fiscal 2001. These pro forma results of operations are for illustrative purposes only and are not necessarily indicative of the results of future operations or the actual results that would have occurred had the disposition been consummated as assumed. The pro forma results of operations do not include the effect of the anticipated gain from the sale of the neurosciences business unit. The accompanying unaudited pro forma consolidated financial statements should be read in conjunction with the Company's consolidated historical financial statements for the year ended December 31, 2001 and the six months ended June 30, 2002, including the notes to such financial statements. 3 NMT Medical, Inc. and Subsidiaries Pro Forma Consolidated Balance Sheet At June 30, 2002 (Unaudited)
Pro Forma As Reported Adjustments (a) Pro Forma ------------ --------------- ------------ Assets Current assets: Cash and cash equivalents $ 11,428,381 $ 5,400,000 $ 16,828,381 Marketable securities 16,192,152 16,192,152 Accounts receivable, net of reserves 2,890,874 2,890,874 Inventories 1,104,071 1,104,071 Prepaid expenses and other current assets 744,854 744,854 Assets from discontinued operations 5,914,703 (5,914,703) -- ------------ ----------- ------------ Total current assets 38,275,035 (514,703) 37,760,332 ------------ ----------- ------------ Property and equipment, at cost Laboratory and computer equipment 1,783,386 1,783,386 Leasehold improvements 1,134,545 1,134,545 Equipment under capital lease 1,188,902 1,188,902 Office furniture and equipment 468,763 468,763 ------------ ----------- ------------ 4,575,596 4,575,596 Less: Accumulated depreciation and amortization 3,549,176 3,549,176 ------------ ----------- ------------ 1,026,420 1,026,420 ------------ ----------- ------------ Other assets 119,143 119,143 ------------ ----------- ------------ $ 39,420,598 $ (514,703) $ 38,905,895 ============ =========== ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,928,908 $ 1,928,908 Accrued expenses 3,754,111 915,000 4,669,111 Deferred gain 475,555 475,555 Deferred income taxes 2,515,000 (2,515,000) -- Current portion of debt obligations 78,714 78,714 Liabilities from discontinued operations 3,101,000 (3,101,000) -- ------------ ----------- ------------ Total current liabilities 11,853,288 (4,701,000) 7,152,288 ------------ ----------- ------------ Long-term debt obligations, net of current portion 11,462 11,462 ------------ ----------- ------------ Stockholders' equity Common stock, $.001 par value Authorized--30,000,000 shares Issued and outstanding--11,611,114 11,611 11,611 Additional paid-in capital 44,542,067 (636,000) 43,906,067 Cumulative translation adjustment (1,339,595) 1,339,595 -- Accumulated deficit (15,658,235) 3,482,702 (12,175,533) ------------ ----------- ------------ Total Stockholders' Equity 27,555,848 4,186,297 31,742,145 ------------ ----------- ------------ $ 39,420,598 $ (514,703) $ 38,905,895 ============ =========== ============
(a) To reflect the disposition of the neurosciences business unit, including cash proceeds of $5,400,000, estimated transaction costs and accruals of approximately $1,100,000, the writeoff of the cumulative translation adjustment of $1,339,595 and the elimination of current and deferred tax liabilities totaling $2,700,000 resulting from the estimated capital loss on the sale transaction. 4 NMT Medical, Inc. and Subsidiaries Pro Forma Consolidated Statement of Operations Year Ended December 31, 2001 (Unaudited)
Less Neurosciences Business Unit Results of Pro Forma As Reported Operations Adjustments Pro Forma ------------ ------------- ----------- ----------- Revenues: Product sales $38,663,983 $(16,163,000) $22,500,983 License fees and royalties 546,279 -- 546,279 ----------- ------------ ----------- ----------- 39,210,262 (16,163,000) 23,047,262 ----------- ------------ ----------- ----------- Costs and Expenses: Cost of product sales 15,242,627 (7,806,000) 7,436,627 Research and development 4,301,741 (501,000) 3,800,741 General and administrative 9,029,607 (2,950,000) 6,079,607 Selling and marketing 8,126,977 (4,508,000) 3,618,977 ----------- ------------ ----------- ----------- 36,700,952 (15,765,000) 20,935,952 ----------- ------------ ----------- ----------- Gain on sale of product line 20,256,879 -- 20,256,879 ----------- ------------ ----------- ----------- Income from operations 22,766,189 (398,000) 22,368,189 ----------- ------------ ----------- ----------- Other Income (Expense): Foreign currency transaction loss (42,819) 7,000 (35,819) Interest expense (706,602) 8,000 (698,602) Interest income 209,783 (34,000) 168,000(a) 343,783 ----------- ------------ ----------- ----------- (539,638) (19,000) 168,000 (390,638) ----------- ------------ ----------- ----------- Income before income taxes 22,226,551 (417,000) 168,000 21,977,551 Provision for income taxes 2,681,000 -- (2,681,000)(b) -- ----------- ------------ ----------- ----------- Net income from continuing operations before extraordinary item $19,545,551 $ (417,000) $ 2,849,000 $21,977,551 =========== ============ =========== =========== Net income from continuing operations per common share: Basic $ 1.77 $ 2.00 =========== =========== Diluted $ 1.68 $ 1.89 =========== =========== Weighted average common shares outstanding: Basic 11,013,335 11,013,335 =========== =========== Diluted 11,657,270 11,657,270 =========== ===========
(a) To record interest income earned on net proceeds at an estimated average annual interest rate of 3.75%. (b) To eliminate the tax provision no longer required due to utilization of net operating loss carryforwards. 5 NMT Medical, Inc. and Subsidiaries Pro Forma Consolidated Statement of Operations For the Six Months Ended June 30, 2002 (Unaudited)
Pro Forma As Reported Adjustments Pro Forma ----------- ----------- ----------- Revenues: Product sales $14,022,953 $14,022,953 License fees and royalties 204,640 204,640 ----------- --------- ----------- 14,227,593 14,227,593 ----------- --------- ----------- Costs and Expenses: Cost of product sales 3,845,940 3,845,940 Research and development 2,755,343 2,755,343 General and administrative 3,293,546 3,293,546 Selling and marketing 2,424,076 2,424,076 Settlement of litigation 372,713 372,713 ----------- --------- ----------- 12,691,618 12,691,618 ----------- --------- ----------- Income from operations 1,535,975 1,535,975 ----------- --------- ----------- Other Income (Expense): Foreign currency transaction gain 47,301 47,301 Interest expense (5,653) (5,653) Interest income 263,681 38,000(a) 301,681 ----------- --------- ----------- 305,329 38,000 343,329 ----------- --------- ----------- Income before income taxes 1,841,304 38,000 1,879,304 Provision for income taxes 706,000 (706,000)(b) -- ----------- --------- ----------- Net income from continuing operations $ 1,135,304 $ 744,000 $ 1,879,304 =========== ========= =========== Net income from continuing operations per common share: Basic $ 0.10 $ 0.16 =========== =========== Diluted $ 0.09 $ 0.15 =========== =========== Weighted average common shares outstanding: Basic 11,424,555 11,424,555 =========== =========== Diluted 12,232,298 12,232,298 =========== ===========
(a) To record interest income earned on net proceeds at an estimated average annual interest rate of 1.75%. (b) To eliminate the tax provision no longer required due to utilization of net operating loss carryforwards. 6 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 2.1 Stock Purchase Agreement, dated as of July 31, 2002, between the Company and Integra.* 99.1 Press Release, dated August 1, 2002, announcing the sale of the Company's neurosciences business unit to Integra. * The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request. 7 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. Date: August 14, 2002 NMT Medical, Inc. (Registrant) By: /s/ Richard E. Davis ----------------------------------------- Name: Richard E. Davis Title: Vice President and Chief Financial Officer 8 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Stock Purchase Agreement, dated as of July 31, 2002, between NMT Medical, Inc. and Integra LifeSciences Corporation. 99.1 Press Release, dated August 1, 2002, announcing the sale of the neurosciences business unit of NMT Medical, Inc. to Integra LifeSciences Corporation. * The exhibits and schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. NMT Medical, Inc. will furnish copies of any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.