-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WuC+Vc3Sr2w3MnYv12TUxdjyxMtmAzWQ4wr7ueL+izfYhymkGMVXHtOm7OVQdEfY pq+73Ol10TG1j+z7utlr+w== 0001157523-04-009520.txt : 20041020 0001157523-04-009520.hdr.sgml : 20041020 20041020145026 ACCESSION NUMBER: 0001157523-04-009520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041020 DATE AS OF CHANGE: 20041020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICINES CO /DE CENTRAL INDEX KEY: 0001113481 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043324394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31191 FILM NUMBER: 041087383 BUSINESS ADDRESS: STREET 1: 8 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-656-1616 FORMER COMPANY: FORMER CONFORMED NAME: MEDICINES CO/ MA DATE OF NAME CHANGE: 20000504 8-K 1 a4746454.txt THE MEDICINES COMPANY 8-K 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): October 19, 2004 The Medicines Company - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-31191 04-3324394 - ----------------------------- --------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8 Campus Drive Parsippany, New Jersey 07054 ------------------------------------------ ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 656-1616 - -------------------------------------------------------------------------------- (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. On October 19, 2004, The Medicines Company (the "Company") issued a press release revising the 2004 financial guidance that the Company had provided in a press release issued, and on a scheduled conference call held, earlier on October 19, 2004. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release entitled "The Medicines Company Clarifies 2004 Guidance, Increasing Revenue Forecast" issued by The Medicines Company on October 19, 2004. 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. THE MEDICINES COMPANY Date: October 20, 2004 By: /s/ Steven H. Koehler --------------------- Steven H. Koehler Senior Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description - ----------- ----------- 99.1 Press release dated October 19, 2004 entitled "The Medicines Company Clarifies 2004 Guidance, Increasing Revenue Forecast" EX-99.1 2 a4746454ex991.txt THE MEDICINES COMPANY EXHIBIT 99.1 Exhibit 99.1 The Medicines Company Clarifies 2004 Guidance, Increasing Revenue Forecast PARSIPPANY, N.J.--(BUSINESS WIRE)--Oct. 19, 2004--The Medicines Company (Nasdaq: MDCO) today announced a clarification and adjustment to its financial guidance as discussed during this evening's conference call. The Company issued the following guidance to assist investors: -- The Company reaffirmed its full year 2004 net earnings estimate of $15-19 million. -- Total operating expenses (R&D plus S,G&A) were reaffirmed and are anticipated to fall in the range of $98-101 million. Cost of revenue for the year is expected to be between 20-21% of total revenue. -- Revenue for the full year is anticipated to be in the range of $139-145 million rather than $139-141 million as discussed on the call. Forecasted domestic revenue was reaffirmed to be $135-137 million, but international revenue is now revised to an estimated to be $4-8 million rather than $4-5 million. The variability in potential European sales arises from yet to be determined pricing levels in the launch markets. European revenue recorded in the third quarter was calculated at a contracted initial price, which may be adjusted in the fourth quarter based on the end user price. The Medicines Company meets the demands of the world's most advanced medical practitioners by developing products that improve acute hospital care. The Company markets Angiomax(R) (bivalirudin), an anticoagulant approved in the U.S. and other countries for use in patients undergoing percutaneous transluminal coronary angioplasty (PTCA) procedures. The Medicines Company creates value using its range of clinical and commercial skills to develop products acquired from leading life science innovators. Statements contained in this press release about The Medicines Company, the Company's projected revenues and financial results, and all other statements that are not purely historical, may be deemed to be forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Without limiting the foregoing, the words "believes", "anticipates", plans", "expects", "intends", "potential", "estimates" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include the extent of the commercial success of Angiomax, physicians' acceptance of Angiomax clinical trial results, whether the Company will be able to obtain regulatory approval for additional indications of Angiomax, whether the Company's products will receive approvals from regulatory agencies, including pricing and reimbursement approvals in certain European countries, whether the Company's products will advance in the clinical trials process, and such other factors as are set forth in the risk factors detailed from time to time in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission including, without limitation, the risk factors detailed in the Company's Quarterly Report on Form 10-Q filed on August 6, 2004, which are incorporated herein by reference. The Company specifically disclaims any obligation to update these forward-looking statements. CONTACT: The Medicines Company Michael Mitchell, 973-656-1616 investor.relations@themedco.com -----END PRIVACY-ENHANCED MESSAGE-----