8-K/A 1 hae-8ka.txt BODY OF FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: November 22, 2000 Amending Report Filed September 29, 2000 (Date of Earliest Event Reported): September 15, 2000 HAEMONETICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Massachusetts 1-10730 04-2882273 ------------------------------- ---------------- ---------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification Number) 400 Wood Road Braintree, MA 02184 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 848-7100 The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated September 29, 2000, related to the Registrant's acquisition of Transfusion Technologies Corporation as set forth below and in the pages attached hereto: Item 7. Financial Statements and Exhibits --------------------------------------------- (a) Financial Statements of Business Acquired. ------------------------------------------ See Exhibit 2.3 and Exhibit 2.4 for Financial Statements of Transfusion Technologies Corporation. (b) Pro Forma Financial Information. -------------------------------- Combined Unaudited Pro Forma Financial Statement of Operations of Haemonetics Corporation for the year and six months ended April 1, 2000, and September 30, 2000 including Notes. (c) Exhibits. --------- 2.1 Agreement and Plan of Merger dated September 4, 2000 incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K of Haemonetics Corporation dated September 29, 2000, File No., 1-10730. 2.2 Audited Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders' Equity of Transfusion Technologies for the years ended December 31, 1999, 1998 and 1997, together with Notes and Report of Independent Certified Public Accountants. 2.3 Unaudited Consolidated Balance Sheet, Consolidated Statement of Operations, and Consolidated Statement of Cash Flows of Transfusion Technologies for the nine months ended September 15, 2000. 2.4 Consent of PricewaterhouseCoopers LLP. 2 Item 7(b) Pro Forma Information Haemonetics Corporation Combined Unaudited Pro Forma Financial -------------------------------------------------------------- Information ----------- Haemonetics Corporation ("Haemonetics") completed its acquisition of Transfusion Technologies Corporation ("Transfusion") on September 18, 2000. Upon effectiveness of the Merger on September 15, 2000, Transfusion became a wholly-owned subsidiary of Haemonetics. The transaction is being accounted for under the purchase method of accounting for business combinations. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The estimated fair values included herein are based on preliminary estimates and may not be indicative of the final allocation of purchase price consideration. The following unaudited adjusted pro forma statements of operations for the year and six months ended April 1, 2000 and September 30, 2000, respectively, include the effect of the acquisition, as if the acquisition had occurred at the beginning of each reporting period after giving effect to certain adjustments including adjustments to reflect reductions in depreciation expense, increases in intangible and goodwill amortization expense, lost interest income and tax provision adjustments. The pro forma statements of operations are not necessarily indicative of the results of operations that would have occurred if Haemonetics and Transfusion had been combined during such periods. The pro forma statements are not intended to be indicative of the results of operations to be attained from the combined company in the future. The adjusted pro forma financial statements of operations do not give effect to (a) the efficiencies that may be obtained by combining the operations of Haemonetics and Transfusion, (b) the in-process research and development charge, (See Note 2(e) for a detailed description) and (c) the cost to equity adjustment. (See Note 2(d) for a detailed description.) In the opinion of management, all adjustments necessary to present fairly such adjusted historical statement of operations have been made. The pro forma financial statements are based on and should be read in conjunction with the historical consolidated financial statements and notes thereto of Haemonetics which are included in the Haemonetics Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended April 1, 2000 and the consolidated financial statements and notes thereto of Haemonetics which are included in the Haemonetics Second Quarter Report of Form 10-Q filed with the Securities and Exchange Commission for the six months ended September 30, 2000. 3 The following table sets forth Haemonetics' combined unaudited pro forma results for the twelve months ended April 1, 2000 as if the transaction had occurred on April 4, 1999. Statement of Operations -----------------------
Cost to Historical Historical Equity Transfusion Pro Haemonetics Method Restated As Pro Forma Forma As Reported Adjustment(4) Haemonetics Reclassified(2) Adjustments(3) Balances ----------- ------------- ----------- --------------- -------------- -------- For the twelve months ended April 1, 2000 Net revenues $277,924 - $277,924 $ 1,634 - $279,558 Cost of goods sold 146,606 - 146,606 2,244 374 (b) 149,224 ------------------------------------------------------------------------------------------ Gross profit 131,318 - 131,318 (610) (374)(b) 130,334 Operating expenses: Research and development 14,927 - 14,927 4,644 - 19,571 Selling, general and administrative 82,758 - 82,758 6,313 (438)(b) 88,633 Unusual item 9,548 3,627 13,175 - (3,627)(d)(e) 9,548 ------------------------------------------------------------------------------------------ Total operating expenses 107,233 3,627 110,860 10,957 (4,065) 117,752 Operating income (loss) 24,085 (3,627) 20,458 (11,567) (3,691) 12,582 Interest expense (4,372) - (4,372) - - (4,372) Interest income 5,000 - 5,000 619 (1,539)(c) 4,080 Other income, net 2,612 - 2,612 1 (730)(a) 1,883 ------------------------------------------------------------------------------------------ Income (loss) from continuing operations before provision for income taxes 27,325 (3,627) 23,698 (10,947) 1,422 14,173 4 Provision (benefit) for income taxes 8,471 - 8,471 - (3,342)(f) 5,129 ------------------------------------------------------------------------------------------ Income (loss) from continuing operations $ 18,854 $(3,627) $ 15,227 $(10,947) $ 4,764 $ 9,044 ========================================================================================= Basic and Diluted income per common share from continuing operations: Basic $ 0.35 Diluted $ 0.34 Weighted average number of common shares outstanding: Basic 26,087 Diluted 26,501
See Accompanying Notes to Combined Unaudited Pro Forma Financial Information The following table sets forth Haemonetics' combined unaudited pro forma results for the six months ended September 30, 2000 as if the transaction had occurred on April 2, 2000. Statement of Operations -----------------------
Cost to Historical Historical Equity Transfusion Pro Haemonetics Method Restated As Pro Forma Forma As Reported Adjustment(4) Haemonetics Reclassified(2) Adjustments(3) Balances ----------- ------------- ----------- --------------- -------------- -------- For the six months ended September 30, 2000 Net revenues $140,196 - $140,196 $ 1,443 - $141,639 Cost of goods sold 73,417 - 73,417 1,403 131 (b) 74,951 ------------------------------------------------------------------------------------------ Gross profit 66,779 66,779 40 (131)(b) 66,688 Operating expenses: Research and development 8,308 - 8,308 2,048 - 10,356 Selling, general and administrative 41,682 - 41,682 5,126 (129)(b) 46,679 IPR&D 18,606 - 18,606 - (18,606)(e) - Unusual item 3,261 $ 1,353 4,614 - (1,353)(d) 3,261 ------------------------------------------------------------------------------------------ Total operating expenses 71,857 1,353 73,210 7,174 (20,088) 60,296 Operating income (loss) (5,078) (1,353) (6,431) (7,134) 19,957 6,392 5 Interest expense (1,869) - (1,869) - - (1,869) Interest income 2,308 - 2,308 414 (924)(c) 1,798 Other income, net 1,545 - 1,545 4 (365)(a) 1,184 ------------------------------------------------------------------------------------------ Income (loss) from continuing operations before provision for income taxes (3,094) (1,353) (4,447) (6,716) 18,668 7,505 Provision (benefit) for income taxes 4,338 - 4,338 - (2,384)(f) 1,954 ------------------------------------------------------------------------------------------ Income (loss) from continuing operations $ 7,432 $(1,353) $ (8,785) $ (6,716) $21,052 $ 5,551 ========================================================================================= Basic and Diluted income per common share from continuing operations: Basic $ 0.22 Diluted $ 0.22 Weighted average number of common shares outstanding: Basic 25,191 Diluted 25,738
See Accompanying Notes to Combined Unaudited Pro Forma Financial Information Notes to Haemonetics Corporation Combined Unaudited Pro Forma Financial Information (1) The Acquisition On September 18, 2000, Haemonetics completed the acquisition of Transfusion pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated September 4, 2000 among Haemonetics, Transfusion, Transfusion Merger Co., the holders of a majority of outstanding shares of Preferred and Common Stock of Transfusion and certain principals of Transfusion. The acquisition was effected in the form of a merger (the "Merger") of Transfusion Merger Co., a wholly-owned subsidiary of Haemonetics, with and into Transfusion. The Merger became effective September 15, 2000. Transfusion was the surviving corporation in the Merger and became a wholly-owned subsidiary of Haemonetics. 6 Transfusion designs, develops and markets systems for the processing of human blood for transfusion to patients. Its systems are based on centrifuge technology called the Dynamic Disk TM and consist of sterile, single-use disposable sets and computer controlled electromechanical devices that control the blood processing procedure. The systems have applications in both autotransfusion and blood component collection technologies. The aggregate purchase price, before transaction costs and cash acquired, of approximately $50.1 is comprised of $36.5 million to Transfusion's common and preferred stockholders, and warrant and option holders, and $13.6 million, representing the value assigned to Haemonetics' 19.8% preferred stock investment in Transfusion made in November 1999. The cash required to purchase the remaining 80.2% interest in Transfusion, was $26.6, net of cash acquired and without transaction costs. The amount of consideration paid by Haemonetics was determined through arms-length negotiation between Haemonetics and Transfusion. Except for a 19.8% ownership interest in Transfusion as a result of the acquisition by Haemonetics in November 1999 of shares of Transfusion preferred stock, there was no material relationship between Transfusion or its stockholders and Haemonetics or any of its affiliates, directors or officers, or any associate of a director or officer of Haemonetics. When Haemonetics purchased preferred stock in Transfusion in November 1999, it became the exclusive distributor of Transfusion's OrthoPAT autotransfusion system outside North America. Haemonetics funded the cash consideration paid through working capital sources. (2) Reclassifications These columns represent the historical results of operation and financial position of Transfusion as of the respective reporting period. Certain reclassifications were made to conform Transfusion financial statements to those of Haemonetics Corporation. (3) Pro Forma Adjustments (a) To record the incremental goodwill amortization created by the acquisition. Goodwill is amortized over a 20 year life. (b) To adjust the depreciation expense recorded by Transfusion as a result of the reduction to fair market value of its assets at acquisition and depreciable lives. (c) To reduce the interest income recorded during the reporting period by Haemonetics' assuming the cash paid for Transfusion would have been disbursed at the beginning of the reporting period. (d) To reverse the effect on operating earnings of the cost to equity adjustment. This adjustment is required by generally accepted accounting principles to 7 modify the 19.8% investment of Transfusion by Haemonetics in November of fiscal year 2000 from the cost method to the equity method of accounting. To effect this change, the historic cost of the 19.8% investment made by Haemonetics' was written down by its 19.8% share of the monthly losses incurred by Transfusion from November of fiscal year 2000. (e) To remove the effect of the In-Process Research and Development (IPR&D) charge given its non-recurring nature. This charge represents purchased in-process technology that had not yet reached technical feasibility and had no alternative future use as of the date of the acquisition. For the twelve months ended April 1, 2000, $2.9 million of the IPR&D charge was included as an expense in the Consolidated Statement of Operation as restated for the 19.8% original investment made by Haemonetics in November of fiscal year 2000. For the six months ended September 30, 2000, $18.6 million of the IPR&D charge was recorded as an expense in the Consolidated Statement of Operations. (f) To reflect the tax benefit of the Transfusion operating loss for the period using Haemonetics' statutory rate. IPR&D and goodwill resulting from the acquisition are nondeductible for tax accounting purposes. (4) Cost to Equity Adjustment The Company was required by generally accepted accounting principles to modify its 19.8% investment in Transfusion by Haemonetics in November of fiscal year 2000 from the cost method to the equity method of accounting. To effect this change, the historic cost of the 19.8% investment made by Haemonetics' was written down by its 19.8% share of the monthly losses incurred by Transfusion Technologies from November of fiscal year 2000. (5) Purchase Price Allocation The Transfusion Technologies merger was accounted for using the purchase method of accounting for business combinations. Accordingly, the accompanying Pro Forma Consolidated Statement of Operation for the six months ended September 30, 2000 includes Transfusion's results of operations commencing on the date of acquisition. The purchase price was allocated to the net assets acquired based on the Company's estimates of fair value at the acquisition date. For certain assets acquired in property, plant and equipment, 8 representing Transfusion's equipment placed at customer locations, net book value was used as a proxy for fair market value. The allocation of the purchase price is still subject to adjustment upon final valuation of certain acquired assets and liabilities. The excess of the purchase price over the fair market value of the net assets acquired has been recorded as goodwill in the amount of $2.8 million. The goodwill is being amortized over 20 years. The preliminary allocation of the purchase price over the fair market value of the assets acquired is as follows: Consideration paid for 80.2%: $45,021,079 Plus estimated transaction costs 2,488,743(i) ----------- Total estimated purchase price 47,509,822 Less: estimated fair value of Transfusion' identifiable assets on September 15, 2000 44,706,706 ----------- Total estimated goodwill due to acquisition $ 2,803,116 (i) Transaction costs primarily include professional fees, costs to close down the Transfusion Technologies' facility and severance costs.
9 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. HAEMONETICS CORPORATION Date: ________________ By: Ronald J. Ryan, Senior Vice President and Chief Financial Officer 10