-----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, RE0gwaygrtcNg0GfkmQ4mWTZ58nFchxqqZlfbd2URlSLuJS8kBbZzC5z/9Xb1Xzw 9ojmflFXdUATq0/TjpV+YA== 0001125282-05-003792.txt : 20050721 0001125282-05-003792.hdr.sgml : 20050721 20050721135332 ACCESSION NUMBER: 0001125282-05-003792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050719 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050721 DATE AS OF CHANGE: 20050721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATASCOPE CORP CENTRAL INDEX KEY: 0000027096 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 132529596 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06516 FILM NUMBER: 05965735 BUSINESS ADDRESS: STREET 1: 14 PHILLIPS PKWY CITY: MONTVALE STATE: NJ ZIP: 07645-9998 BUSINESS PHONE: 2013918100 MAIL ADDRESS: STREET 1: 14 PHILIPS PARKWAY CITY: MONTVALE STATE: NJ ZIP: 07645 8-K 1 b407821_8k.txt CURRENT REPORT 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) July 19, 2005 -------------------- DATASCOPE CORP. -------------------- (Exact name of registrant as specified in its charter) Delaware 0-6516 13-2529596 -------------------- -------------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 14 Philips Parkway Montvale, New Jersey 07645-9998 -------------------- -------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (201) 391-8100 -------------------- 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: |_| WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT |_| SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT |_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT Item 2.02 Results of Operations and Financial Condition On July 19, 2005, Datascope Corp. issued a press release announcing that it anticipates that results for the fourth quarter and fiscal year ended June 30, 2005 will be below the comparable periods last year. A copy of the release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and exhibits (c) Exhibits: 99.1 Press release issued July 19, 2005. 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. DATASCOPE CORP. Registrant By: /s/ Fred Adelman ----------------------------- VP, Chief Accounting Officer and Corporate Controller Dated: July 21, 2005 EXHIBIT INDEX Exhibit No. 99.1 Press release issued July 19, 2005. EX-99.1 2 b407821_ex991.txt PRESS RELEASE Exhibit No. 99.1 FOR INFORMATION CONTACT: Murray Pitkowsky Datascope Corp. 14 Philips Parkway Montvale, NJ 07645 (201) 307-5504 www.datascope.com ----------------- FOR IMMEDIATE RELEASE: DATASCOPE CORP. TO REPORT LOWER FY 2005 EPS Montvale, New Jersey, July 19, 2005 . . . Datascope Corp. (Nasdaq: DSCP) announced that it anticipates that results for the fourth quarter and fiscal year ended June 30, 2005 will be below the comparable periods last year primarily due to a delay in shipping certain Panorama(TM) orders by the Patient Monitoring division, lower patient monitoring gross margin, tax incurred in connection with the repatriation of overseas earnings and the write-off of certain long-term assets. Although the audit of the company's financial statements has not yet been completed, the company expects to report a loss of approximately 13 to 17 cents per share in the fourth quarter and earnings of approximately $0.97 to $1.01 per diluted share for fiscal year 2005. While the company's recently introduced Panorama Monitoring Network appears to be achieving excellent market acceptance, with system orders reaching a record level in the fourth quarter, revenues from the sale of Panorama systems in that quarter fell short. This resulted in part from the nature of system sales which involve fewer but larger orders requiring site preparation by the customer and installation by the company. Customers generally do not accept delivery of system monitors and related equipment until shortly before installation. In the fourth quarter, the number of orders requiring delivery in future quarters was greater than expected. Also, a hiatus in installations during the fourth quarter to resolve software issues increased the backlog of installations and temporarily moved commitments to start installations from 30 days to 90 days, delaying certain shipments accordingly. The company believes that most of the orders not shipped in the fourth quarter will be shipped over the first two quarters of the new fiscal year. Gross margin of Patient Monitoring was lower in the fourth quarter because of competitive pressures on pricing, an increase in sales to international distributors and a charge of $900,000, largely due to write-off of excess inventory of PatientNet, the OEM central monitoring system that Panorama replaced. In addition, to take advantage of recent U.S. tax legislation, the Board of Directors authorized the repatriation of $30 million of foreign earnings. A tax provision of approximately $2 million related to the repatriation will be recorded in the fourth quarter. The company also will record charges in the fourth quarter of approximately $6.4 million, $3.4 million more than the $3 million announced in April. The additional special charge is primarily attributable to the write-off of an investment in a start-up medical technology company. Audited results for fiscal year 2005 are scheduled to be reported during the first week of August. Datascope Corp. is a diversified medical device company that manufactures and markets proprietary products for clinical health care markets in interventional cardiology and radiology, cardiovascular and vascular surgery, anesthesiology, emergency medicine and critical care. Datascope's news releases and other company information can be found on the company's website, www.datascope.com. This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Many of these risks cannot be predicted or quantified and are at least partly outside our control, including the risk that the preliminary unaudited earnings may change, shipment of the Panorama backlog during the next two quarters will not be achieved, as well as other risks detailed in documents filed by Datascope with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----