8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A-2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  August 1, 2005

CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware	001-31337	22-1760285
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification Number)
150 Clove Road, Little Falls, New Jersey		07424
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (973) 890-7220
(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:

oWritten communications pursuant to Rule 425 under the Securities  Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Events

In accordance with the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation S-X, and in connection with our filing of a registration statement under the Securities Act and for purposes of incorporation by reference therein, we are filing under Item 9.01 below the unaudited financial statements of Crosstex International, Inc. (which we acquired on August 1, 2005) as of July 31, 2005 and for the three months ended July 31, 2005 and 2004.

Item 9.01Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired.

The Audited Financial Statements of Crosstex as of and for the fiscal years ended April 30, 2005, 2004 and 2003 are attached as Exhibit 99.2.

The Unaudited Financial Statements of Crosstex as of July 31, 2005 and for the three months ended July 31, 2005 and 2004 are attached as Exhibit 99.4.

(b)Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet of Registrant as of July 31, 2005 and the Unaudited Pro Forma Condensed Consolidated Statement of Income of Registrant for the fiscal year ended July 31, 2005 are attached as Exhibit 99.3.

(c)Exhibits.

The following exhibits are filed herewith:

2.1Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Arlene Fisher.*

2.2Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Frank Richard Orofino, Jr.*

2.3Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Richard Allen Orofino.*

2.4Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Gary Steinberg.*

2.5Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Mitchell Steinberg.*

10.1Amended and Restated Credit Agreement dated as of August 1, 2005 among Cantel Medical Corp., Bank of America N.A., PNC Bank, National.*

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Association, and Wells Fargo Bank, National Association (and Banc of America Securities LLC, as sole lead arranger and sole book manager).*

10.2Employment Agreement dated as August 1, 2005 between Cantel Medical Corp. and James P. Reilly.*

23.1Consent of McGladrey & Pullen LLP.*

99.1Press Release.*

99.2Audited Financial Statements of Crosstex as of and for the fiscal years ended April 30, 2005, 2004 and 2003.*

99.3Unaudited Pro Forma Condensed Consolidated Balance Sheet of Registrant as of July 31, 2005 and the Unaudited Pro Forma Condensed Consolidated Statement of Income of Registrant for the fiscal year ended July 31, 2005.*

99.4Unaudited Financial Statements of Crosstex as of July 31, 2005 and for the three months ended July 31, 2005 and 2004.

* Previously filed.

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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 thereunto duly authorized.

	CANTEL MEDICAL CORP.
	(Registrant)
	By:	/s/ James P. Reilly
	James P. Reilly,
	President and Chief Executive Officer
Date: November 14, 2005

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EX-99.4

Exhibit 99.4

Crosstex International, Inc

Balance Sheet

July 31, 2005

Assets	2005
Current Assets:
Cash and cash equivalents	$	3,114,532
Receivables:
Trade accounts receivable, net of allowance for doubtful accounts and sales rebates of $145,000	4,386,531
Other	11,929
Inventories:
Raw materials	1,983,671
Work in process	45,009
Finished goods	4,604,256
Prepaid expenses	102,584
Prepaid income taxes	134,603
Deferred tax assets	271,972
Total current assets	14,655,087
Property, Plant and Equipment, net	7,864,407
Intangible and Other Assets:
Customer lists, net	20,833
Noncompete agreements, net	32,500
Goodwill	1,010,770
Note receivable - other	33,142
Note receivable - officer	324,577
Other	16,360
	1,438,182
Total assets	$	23,957,676

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Liabilities and Shareholders’ Equity	2005
Current Liabilities:
Current maturities of long-term debt	$	6,235,024
Current maturities of deferred compensation	804,867
Accounts payable	1,929,238
Accrued liabilities	720,874
Accrued compensation	1,185,911
Advances to officer’s and employees	209,259
Total current liabilities	11,085,173
Long-term debt, less current maturities	—
Deferred compensation - long term	—
Deferred taxes	746,133
Total liabilities	11,831,306
Shareholders’ Equity
Common stock, 500,000 shares authorized; 120,592 shares issued	2,836
Retained earnings	18,223,484
	18,226,320
Less: treasury stock, 379,408 shares in 2005	(6,099,950		)
	12,126,370
Total liabilities and shareholders’ equity	$	23,957,676

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Crosstex International, Inc.

Statements of Income

Three Months Ended July 31, 2005 and 2004

	2005				2004
Net sales	$	13,231,911			$	11,906,370
Cost of goods sold	8,591,255				7,612,034
Gross profit	4,640,656				4,294,336
Operating expenses:
Selling, general and administrative	3,742,015				2,566,529
Depreciation and amortization	31,552				28,230
Operating income	867,089				1,699,577
Other (income) expense:
Other (income) expense, net	—				—
Interest income	(827			)	(2,776		)
Interest expense	251,519				148,442
Income before income taxes	616,397				1,553,911
Provision for income taxes	282,000				583,000
Net income	$		334,397		$	970,911

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Crosstex International, Inc.

Statements of Cash Flows

Three Months Ended July 31, 2005 and 2004

	2005			2004
Cash Flows from Operating Activities:
Net income	$	334,397		$	970,911
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	286,309			277,752
Intangibles amortization	6,666			6,666
Deferred income taxes	32,500			—
Deferred financing costs amortization	40,013			2,305
Deferred compensation	(5,300		)	9,900
Change in working capital components, net of effects of business combinations:
Trade accounts receivable	(61,677		)	375,965
Inventories	(116,912		)	(1,172,935		)
Prepaid expenses and other current assets	179,717			561,393
Accounts payable and accrued liabilities	1,964,983			(237,894		)
Net cash provided by operating activities	2,660,696			794,063
Cash Flows from Investing Activities:
Purchase of leasehold improvements and equipment	(52,616		)	(183,631		)
Payment for acquisition of businesses	(647,000		)	—
Payments received on note receivable	2,873			1,813
Purchase of intangibles	(60,769		)	—
Net cash (used in) investing activities	(757,512		)	(181,818		)
Cash Flows from Financing Activities:
Payments on long-term debt	(1,224,309		)	(338,613		)
Cash dividends	(150,740		)	—
Net cash (used in) financing activities	(1,375,049		)	(338,613		)
Net increase in cash and cash equivalents	528,135			273,632
Cash and cash equivalents:
Beginning	2,586,397			1,106,342
Ending	$	3,114,532		$	1,379,974

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	2005		2004
Supplemental Disclosures of Cash Flow Information
Cash payments (receipts) for:
Interest	$	183,206	$	147,807
Income taxes	$	99,374	$	15,798
Supplemental Schedule of Noncash Investing and Financing Activities
Acquisition of businesses:
Fair value of net assets acquired:
Working capital assets	$	97,000	$	—
Machinery and equipment	100,000		—
Goodwill	450,000		—
Net cash purchase price	$	647,000	$	—

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Crosstex International, Inc.

Notes to financial statements

Note 1.Basis of Presentation

The financial information as of July 31, 2005 and for the three month periods ended July 31, 2005 and 2004 is unaudited; however, such financial information includes all adjustments (consisting solely of normal recurring adjustments), which, in the opinion of management, are necessary for the fair presentation of the financial information in conformity with accounting principles generally accepted in the United States of America.

The results of operations for the three month periods ended July 31, 2005 and 2004 are not necessarily indicative of the operating results for the full year or any other interim period.

In connection with the terms of the stock purchase agreements among Cantel Medical Corp., the Company and the shareholders of the Company, and as a condition of the closing, the Company was required to repay the outstanding bank debt and the deferred compensation obligations to officers.  As a result, at July 31, 2005, the Company has classified its bank debt and deferred compensation obligations as current liabilities.  In addition, the portion of the deferred tax asset related to deferred compensation obligations was also classified as a current deferred tax asset.

Note 2.Acquisitions

In May 2005, the Company purchased certain assets, including intangibles, of a manufacturer and distributor of rubber tips that attach to dental suction tubes.  The purchase price was approximately $647,000.  The fair value of the assets acquired consisted of $97,000 in inventory and $100,000 in machinery and equipment.  The excess purchase price of $450,000 was assigned to goodwill.

In addition, the Company paid approximately $60,000 in connection with a prior acquisition and the amount was assigned to goodwill.

Note 3.Notes Payable

During the quarter ended July 31, 2005, the Company repaid one of the notes payable-treasury stock which amounted to approximately $900,000.  The other note payable-treasury stock was repaid in connection with the acquisition described in Note 1 above.

Note 4.Income Tax Matters

Included in the provision for income taxes is an estimated provision of approximately $60,000 relating to a tax assessment resulting from an IRS examination for the years ended April 30, 2004 and 2003.

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