-----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, TBOKQ98JLtw6J1Z73InaFPKVPX5AMZCia1PPoZYFAI3U2B3B21vsUDpAWv81ElAH lmhytY7nTM5cWap4Uf5oLA== 0000719727-96-000002.txt : 19960515 0000719727-96-000002.hdr.sgml : 19960515 ACCESSION NUMBER: 0000719727-96-000002 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCON CORP CENTRAL INDEX KEY: 0000719727 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 953079904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12025 FILM NUMBER: 96562551 BUSINESS ADDRESS: STREET 1: 460 WARD DR CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8059670404 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT #1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission file number 0-12025 CIRCON CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 95-3079904 (I.R.S. Employer Identification No.) 6500 Hollister Avenue Santa Barbara, California 93117 (Address of Principal Executive Offices) (805)685-5100 Registrant's telephone number, including area code SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock ($.01 par value) (Title of class) Indicate by check mark whether the registrant:(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months; and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of the Registrant was approximately $131,791,931 at March 13, 1996, when the closing sale price of such stock, as reported in the NASDAQ National Market System, was $12.375. The number of shares outstanding of the Registrant's Common Stock, $.01 par value, as of March 13, 1996, was 12,571,833 shares. DOCUMENTS INCORPORATED BY REFERENCE 1 Proxy Statement dated May 31, 1996 for Part III. February 6, 1996 To Circon Corporation: Re: Form 10-K for the Year Ended December 31, 1995 This letter is written to meet the requirements of Regulation S-K calling for a letter from a registrant's independent accountants whenever there has been a change in accounting principle or practice. In connection with the pooling of interest transaction with Cabot Medical Corporation ("Cabot"), Circon Corporation changed its method of accounting for demonstration equipment to conform to the Cabot's policy of depreciating demonstration equipment. A complete, coordinated set of financial and reporting standards for determining the preferability of accounting principles, among acceptable alternative principles has not been established, by the accounting profession. Thus, we cannot make an objective determination whether the accounting described in the preceding paragraph is the preferable method. However, we have reviewed the pertinent factors, including those related to financial reporting, in this particular case subject basis, and our opinion stated below is based on our determination made in this manner. We are of the opinion that Circon Corporation's change in method of accounting is to an acceptable alternative method of accounting, which based on the reasons stated for the change and our discussions with you, is also preferable under the circumstances in this particular case. In arriving at this option, we have relied on the business judgement and business planning of your management. Very truly yours, Arthur Andersen LLP CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, 1995 (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES 1993 1994 1995 -------- ------- --------- Net income (loss) (6,212) 6,509 (5,393) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 11,400 11,492 9,603 Deferred income taxes (1,318) (2,710) (2,582) Cumulative effect of accounting change/other (204) - 149 Loss on disposals 1,464 115 2,042 Change in assets and liabilities: Accounts receivable 3,252 (3,572) 478 Inventories 7,311 (363) (2,292) Prepaid expenses and other assets (271) 670 514 Other assets (59) (520) 2,160 Accounts payable (951) (179) 2,709 Accrued liabilities 568 1,379 (1,576) Customer deposits (45) 81 606 Other noncurrent liabilities 389 (234) - -------- -------- ------- Net cash provided by operating activities 15,324 12,668 6,418 CIRCON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, 1995 (In Thousands) CASH FLOWS FROM INVESTING ACTIVITIES 1993 1994 1995 -------- -------- ------- Disposals of marketable securities, net 1,638 195 15,119 Purchases of property, plant and equipment (12,794) (12,409) (9,519) Purchase of Lican Medical Products (1,027) - - Purchase of intangible (239) (160) - Cumulative translation adjustment (273) (148) (172) -------- -------- -------- Net cash provided by (used in) investing activities (12,695) (12,522) 5,428 --------- --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock 209 953 4,011 Purchase of treasury stock (820) (2,497) - Repayments of capital lease obligations (297) (321) (395) Repayments of long-term obligations (420) (445) (1,042) Tax benefit from exercise of stock options 275 692 1,169 Other - - (478) ---------- -------- --------- Net cash provided by (used in) financing activities (1,053) (1,618) 3,265 --------- --------- --------- Net increase (decrease) in cash and temporary cash investments 1,576 (1,472) 15,111 Cash and temporary cash investments, beginning of period 2,371 3,947 2,475 -------- --------- -------- Cash and temporary cash investments, end of period $3,947 $2,475 $17,586 ======== ========= ========== SUPPLEMENTAL DISCLOSURES Cash paid for interest $5,350 $5,354 $5,398 ========= ======== ========== Cash paid for income taxes (net of refund received) $1,144 $ (274) $ 2,097 ======== ======== ========= The accompanying notes are an integral part of these consolidated statements. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K a. Financial Statements and ScheduleFiled 1 Financial Statements - see Item 8 of this Report. 2 Supplemental Schedules - see Item 8 of this Report. b. The Company filed no Reports on Form 8-K in the fourth quarter of 1995 with the Securities and Exchange Commission. c. Exhibit Index 3.1. Certificate of Incorporation of the Registrant, (Incorporated by reference to Registrant's 1988 Form 10-K.) 3.1A. Certificates of Amendment of Certificate of Incorporation of Circon Corporation were included as Exhibit 3.1A in Registrant's 1992 Form 10K and are incorporated herein. 3.2A. Amendment to Section 3.3 of Article III of Registrant's Bylaws. This Amendment and a complete copy of the Bylaws of the Registrant, as amended, was included as Exhibit 3.2A in the Registrant's 1993 Form 10K and are incorporated herein. 10.12. Circon Corporation Business Loan Agreement covering a $75,000,000 Revolving Line of Credit between Registrant and a Bank dated November 22, 1995. 10.13. Agreement for Purchase and Sale and Escrow Instructions dated December 9, 1993 between the Company and CWO/TCEP II Joint Venture #II, a Texas Joint Venture. This Agreement was included as Exhibit 10.13 in Registrant's 1993 Form 10K and is incorporated herein. 18 Letter re: Change in Accouting Principle 21 Subsidiaries of the Registrant. 23 Consent of Independent Public Accountants. * * Not applicable or contained elsewhere herein. Supplemental Information No Annual Report or Proxy Materials have been sent to Shareholders with respect to 1995. Copies will be furnished to the Commission when sent to Shareholders, but shall not be deemed to be "filed." SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has caused this Annual Report to be signed on its behalf by the undersigned, thereupon duly authorized. DATED March 29, 1996 CIRCON CORPORATION (Registrant) By Richard A. Auhll President, Chief Executive Officer Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the Chief Accounting Officer. Signature Title Date - --------------- ------------------------------ -------- Fred Wallach Chief Accounting Officer 5/14/96 -----END PRIVACY-ENHANCED MESSAGE-----