-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fju4O/aLbJUXu3z8mw5LGFR8gEI4LV2N5LA6Ny567xVW0b+bPh8laaQrjOCT/XsP jlisG7g+KuHuy9yGSwoDNA== 0000950124-95-000670.txt : 19950615 0000950124-95-000670.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950124-95-000670 CONFORMED SUBMISSION TYPE: 424A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950313 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GELMAN SCIENCES INC CENTRAL INDEX KEY: 0000310252 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 381614806 STATE OF INCORPORATION: MI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 424A SEC ACT: 1933 Act SEC FILE NUMBER: 033-88808 FILM NUMBER: 95520352 BUSINESS ADDRESS: STREET 1: 600 SOUTH WAGNER RD CITY: ANN ARBOR STATE: MI ZIP: 48103-9019 BUSINESS PHONE: 3136650651 MAIL ADDRESS: STREET 1: 600 S WAGNER RD STREET 2: 600 S WAGNER RD CITY: ANN ARBOR STATE: MI ZIP: 48103-9019 FORMER COMPANY: FORMER CONFORMED NAME: GELMAN INSTRUMENT CO DATE OF NAME CHANGE: 19600201 424A 1 PROSPECTUS SUPPLEMENT 1 Filed Pursuant to Rule 424(a) Registration No. 33-88808 PROSPECTUS SUPPLEMENT DATED MARCH 10, 1995 TO PRELIMINARY PROSPECTUS DATED FEBRUARY 23, 1995 The Company believes that the worldwide demand for microfiltration products in its markets is approximately $1.4 billion and is growing as a result of a broadening base for filter applications, increasing concern for consumer safety, a trend toward finer and more economical filtration, more stringent governmental regulations and intensive research efforts to find cures for contagious, genetic and other diseases. Management's strategy is to focus on geographic areas and product applications in which microfiltration needs are expected to exceed overall market growth. This growth strategy is being implemented by (a) focusing on the Company's microfiltration products with competitive advantages and brand name recognition; (b) strengthening the Company's international management team and distributor network in order to build its presence in the growing international marketplace; (c) marketing to large multinational companies the benefits of purchasing their worldwide filtration requirements from a single supplier; (d) accelerating new product development and introduction; and (e) pursuing new market opportunities for the Company's microfiltration products. The Company's internal projections reflect $200 million in sales in fiscal 1998 primarily as a result of growth in international sales. The Company believes that its existing manufacturing facilities can accommodate this sales growth. See "Investment Considerations" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the other information included elsewhere herein or incorporated herein by reference, which prospective investors should consider prior to purchasing shares of the Common Stock offered hereby. In addition to sales growth, management has been implementing a strategy to increase profitability by (i) reducing product scrap and waste; (ii) increasing automation to reduce labor content; (iii) consolidating suppliers to improve the quality and reduce the cost of purchased materials; (iv) targeting sales efforts on high margin microfiltration products and membranes; and (v) increasing capacity utilization. The Company is a Michigan corporation with its executive offices at 600 South Wagner Road, Ann Arbor, Michigan 48103-9019; telephone (313) 665-0651. THE OFFERING Common Stock Offered........................ 1,000,000 shares Common Stock to be Outstanding after the Offering.................................. 7,218,969 shares(1) Use of Proceeds............................. Repayment of certain indebtedness American Stock Exchange Symbol.............. GSC
- ------------------------- (1) Does not include 782,296 shares of Common Stock issuable upon the exercise of outstanding stock options and warrants at January 31, 1995. See Note F to the Consolidated Financial Statements. 5 2 PROSPECTUS SUPPLEMENT DATED MARCH 10, 1995 TO PRELIMINARY PROSPECTUS DATED FEBRUARY 23, 1995 microfiltration products. The Company's internal projections reflect $200 million in sales in fiscal 1998 primarily as a result of growth in international sales. The Company believes that its existing manufacturing facilities can accommodate this sales growth. See "Investment Considerations" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the other information included elsewhere herein or incorporated herein by reference, which prospective investors should consider prior to purchasing shares of the Common Stock offered hereby. In addition to sales growth, management has been implementing a strategy to increase profitability by (i) reducing product scrap and waste; (ii) increasing automation to reduce labor content; (iii) consolidating suppliers to improve the quality and reduce the cost of purchased materials; (iv) targeting sales efforts on high margin microfiltration products and membranes; and (v) increasing capacity utilization. PRODUCT AND MARKET OVERVIEW Filtration is the process of separating particles of various sizes from liquids or gases, including (a) macrofiltration, for the separation of large-size particles visible to the naked eye (a grain of sand); (b) microfiltration, for the separation and removal of microscopic-sized particles (bacteria); and (c) reverse osmosis, for separation at the molecular level (desalination of saltwater). A filtration device consists of a plastic or metal housing and a filtration medium. Filtration media, which can be manufactured out of a variety of substances, act as the separator or barrier in the filtration process. Of the filtration processes, microfiltration has the most diverse applications. Microfiltration utilizes several different types of filtration media, including microporous and nylon membranes, glass fibers and ceramics. Microporous membranes are thin, film-like materials with millions of microscopic holes per square inch. These membranes are the most popular microfiltration media because they offer the following benefits: (i) removal of specifically-sized particles, (ii) configuration into a variety of shapes and sizes of filtration devices, and (iii) incorporation into economical, disposable filtration devices. The Company believes that worldwide demand for microfiltration products in its markets is $1.4 billion, two-thirds of which is from outside the United States. It is expected that the growth rate for sales of microfiltration products internationally will exceed that of the United States over the next several years, particularly in the Asia/Pacific Rim and Latin America. Growth opportunities in the Asia/Pacific Rim and Latin America should result primarily from increasing industrialization, the effects of government regulations and environmental concerns. Sales in Western Europe are growing primarily due to microfiltration demands from biotechnology, pharmaceutical and healthcare companies. The demand for microfiltration products in the United States is growing due to (a) a broadening base for filter applications, (b) increasing concern for consumer safety, (c) a trend toward finer and more economical filtration, (d) more stringent governmental regulations and (e) intensive research efforts to find cures for contagious, genetic and other diseases. In addition, demand is increasing for biomedical and diagnostic membranes for routine sterilization, cell cultures, protein separation and diagnostic tests. GROWTH STRATEGY The Company's strategy is to expand its position as a manufacturer of microfiltration products to the biotechnology/pharmaceutical, medical/healthcare, high technology manufacturing and environmental markets by responding to customer needs with high quality products at competitive prices. Management expects to increase sales in excess of market growth by increasing international sales, expanding sales to existing customers, introducing new products and entering new markets with microfiltration products. The Company is implementing these sales and marketing strategies and making the infrastructure investments necessary to achieve the expected growth. The Company's growth strategy focuses on the following key factors: Key Products with Competitive Advantages and Brand Name Recognition. The Company is focusing its sales and marketing programs on those microfiltration products which have competitive advantages and brand name recognition. The Company has targeted these products because of their ease of use, novel and unique design and superior performance characteristics. International Sales Growth. Historically, the Company's worldwide sales have been divided approximately 65% U.S. and 35% international. The Company believes, however, that the worldwide market for microfiltration products is approximately 35% U.S. and 65% international. The Company's historical sales mix 17
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