-----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, E2He0NQ40rLQnsoufVfraPuUOF3mM/KVDO8sy1/Xb+qZ9Gy825dZU0ZEVlBAeqEA UX59CJAnzOSnSlJd6awb7Q== 0000891554-99-001359.txt : 19990707 0000891554-99-001359.hdr.sgml : 19990707 ACCESSION NUMBER: 0000891554-99-001359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990617 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRANETICS CORP CENTRAL INDEX KEY: 0000789132 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 840997049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19711 FILM NUMBER: 99659206 BUSINESS ADDRESS: STREET 1: 96 TALAMINE COURT CITY: COLORADO SPRING STATE: CO ZIP: 80907 BUSINESS PHONE: 7196338333 MAIL ADDRESS: STREET 1: 96 TALAMINE COURT CITY: COLORADO SPRINGS STATE: CO ZIP: 80907 8-K 1 CURRENT REPORT 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): June 17, 1999 THE SPECTRANETICS CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 0-19711 84-0997049 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification No.) 96 Talamine Court, Colorado Springs, CO 80907 (Address of Principal Executive Offices) (Zip Code) (719) 633-8333 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 1 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 17, 1999, The Spectranetics Corporation completed the sale of its wholly-owned industrial subsidiary, Polymicro Technologies, Inc., to affiliates of Keystone Capital, Inc. for $15 million in cash. The purchase price was determined through arm's length negotiations between the parties to the transaction. The buyer will provide certain products and technologies to the Company pursuant to a supply agreement. A copy of the press release dated June 18, 1999, which was issued by the Company relating to the transaction described above is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (b) Pro forma financial information. See pro forma financial statements as shown beginning on page 4. (c) Exhibits. The following exhibits are filed with this report or incorporated by reference to other filings: 2.1 Merger Agreement dated as of May 24, 1999 between the Company and affiliates of Keystone.(1) 99.1 Press release dated June 18, 1999. (1) Incorporated by reference to exhibit previously filed by the Company on Form 8-K, filed on June 4, 1999. 2 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. Dated: July 2, 1999 THE SPECTRANETICS CORPORATION By: /s/ Joseph A. Largey ------------------------------------- Joseph A. Largey President and Chief Executive Officer 3 THE SPECTRANETICS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On June 17, 1999, the Company completed the sale of its wholly-owned industrial subsidiary, Polymicro Technologies, Inc. (PTI) to affiliates of Keystone Capital, Inc. for $15 million in cash. The buyer will provide certain products and technologies to the Company pursuant to a supply agreement. The unaudited pro forma consolidated balance sheet as of March 31, 1999 and unaudited pro forma consolidated statements of operations for the year ended December 31, 1998 and the three months ended March 31, 1999 are presented herein. The unaudited pro forma consolidated balance sheet has been prepared assuming that the sale of Polymicro Technologies, Inc. occurred on March 31, 1999. The unaudited pro forma consolidated statements of operations presented herein have been prepared assuming that the sale of PTI occurred on January 1, 1998. The unaudited pro forma financial data is based on management's best estimate of the effects of the disposition. Pro forma adjustments are based on currently available information; however, the actual adjustments will be based on more precise information. It is possible that the actual adjustments could differ from those presented in the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated statements of operations for the twelve months ended December 31, 1998, and the three months ended March 31, 1999, are not necessarily indicative of the results of operations that actually would have been achieved had the sale of PTI been consummated as of the dates indicated or that may be achieved in the future. The unaudited pro forma consolidated financial statements should be read in conjunction with the accompanying notes. 4 THE SPECTRANETICS CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) MARCH 31, 1999
Consolidated Polymicro Pro Forma March 31, 1999 Disposition March 31, 1999 ASSETS -------------- ----------- -------------- Current assets: Cash & short-term investments $ 9,790 $ 14,475 (1) $ 24,265 Accounts receivable 4,668 (1,452)(5) 3,216 Inventories 3,072 (589)(5) 2,483 Other current assets 370 (45)(5) 325 ------------------------------------------------ Total current assets 17,900 12,389 30,289 Net property & equipment 5,348 (2,263)(5) 3,085 Goodwill and other intangible assets 3,852 (2,540)(5) 1,312 Other assets 157 -- 157 TOTAL ASSETS $ 27,257 $ 7,586 $ 34,843 =============================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable & accrued liabilities: Deferred revenue $ 1,258 $ -- $ 1,258 Accounts payable 1,414 (434)(5) 980 Accrued liabilities 3,342 (548)(5) 2,794 Taxes Payable -- 172 (2) 172 Current portion of long term notes 938 -- 938 Current portion of capital lease 75 (4) 71 ------------------------------------------------ Total current liabilities 7,027 (814) 6,213 Long-term liabilities: Unearned Discount - USSC 1,752 -- 1,752 Note payable 1,118 -- 1,118 Deferred rent, PTI 5 (5)(5) -- Capital lease obligation 65 (5)(5) 60 ------------------------------------------------ Total long-term liabilities 2,940 (10) 2,930 Stockholders' equity: Common stock 23 -- 23 Additional paid-in capital 91,103 -- 91,103 Other comprehensive loss (121) -- (121) Accumulated deficit (73,715) 8,410 (3) (65,305) ------------------------------------------------ Total stockholders' equity 17,290 8,410 25,700 TOTAL LIABILITIES AND ================================================ AND STOCKHOLDERS' EQUITY $ 27,257 $ 7,586 $ 34,843 ================================================
5 See accompanying notes to unaudited pro forma financial statements. THE SPECTRANETICS CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) TWELVE MONTHS ENDED DECEMBER 31, 1998
Polymicro Pro Forma Pro Forma Consolidated Disposition Adjustments Totals ------------ ----------- ----------- ------ REVENUES $ 27,784 $ (9,219) $ 18,565 TOTAL COST OF SALES 12,872 (4,876) 7,996 ---------------------------------------------------------------------- GROSS MARGINS 14,912 (4,343) 10,569 ---------------------------------------------------------------------- GROSS MARGIN % 54% 47% 57% Marketing and sales 9,984 (1,013) 8,971 General and administrative 4,584 (950) 3,634 Research and development 2,899 (704) 2,195 Amortization of intangibles 802 (802) (6) -- ---------------------------------------------------------------------- TOTAL OPERATING EXPENSES 18,269 (3,469) 14,800 ---------------------------------------------------------------------- OPERATING INCOME (LOSS) (3,357) (874) (4,231) OTHER INCOME (EXPENSE) Interest income 213 -- 213 Interest expense (190) 13 (177) Other, net 59 -- 59 ---------------------------------------------------------------------- 82 13 -- 95 ---------------------------------------------------------------------- NET LOSS FROM CONTINUING OPERATIONS (3,275) (861) -- (4,136) Non-recurring charges 0 0 (260)(4) (260) Gain on sale of discontinued operations, net of taxes of $172 8,410 (3) 8,410 ---------------------------------------------------------------------- NET INCOME (LOSS) $ (3,275) $ (861) $ 8,150 $ 4,014 ====================================================================== Net Loss from Continuing Operations per Share-basic and diluted $ (0.17) $ (0.22) ============ ============ Weighted Average Common Shares Outstanding - basic and diluted 19,018,147 19,018,147 ============ ============
6 See accompanying notes to unaudited pro forma financial statements. THE SPECTRANETICS CORPORATION AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1999
Polymicro Pro Forma Consolidated Disposition Totals ------------ ----------- --------- REVENUES $ 7,077 $ 3,007 $ 4,070 TOTAL COST OF SALES 2,981 1,426 1,555 --------------------------------------------------------------- GROSS MARGINS 4,096 1,581 2,515 --------------------------------------------------------------- GROSS MARGIN % 58% 53% 62% Marketing and sales 2,491 327 2,164 General and administrative 1,296 317 979 Research and development 1,048 261 787 Amortization of intangibles 200 200 (6) -- --------------------------------------------------------------- TOTAL OPERATING EXPENSES 5,035 1,105 3,930 --------------------------------------------------------------- OPERATING INCOME (LOSS) (939) 476 (1,415) OTHER INCOME (EXPENSE) Interest income 54 -- 54 Interest expense (49) -- (49) Other, net 9 (3) 12 --------------------------------------------------------------- 14 (3) -- 17 --------------------------------------------------------------- NET INCOME (LOSS) $ (925) $ 473 $ -- $ (1,398) =============================================================== Net Loss per Share-basic and diluted $ (0.04) $ (0.07) ============ ============ Weighted Average Common Shares Outstanding - basic and diluted 20,566,667 20,566,667 ============ ============
7 See accompanying notes to unaudited pro forma financial statements. THE SPECTRANETICS CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS A brief description of each pro forma adjustment is provided below and is cross-referenced to the unaudited pro forma condensed consolidated financial statements contained herein. (1) Represents proceeds received from the sale, net of selling costs. (2) Relates to estimated income taxes due on the sale, assuming a 2% effective tax rate. (3) Relates to the gain recorded on the sale, net of taxes. (4) Relates to non-recurring transaction and severance charges directly attributable to the transaction. (5) Represents the net assets of the subsidiary being disposed of. (6) Amortization of remaining intangibles is included in cost of sales. 8 EXHIBIT INDEX Exhibits 2.1 Merger Agreement dated as of May 24, 1999 between the Company and affiliates of Keystone(1). 99.1 Press release dated June 18, 1999. (1) Incorporated by reference to exhibit previously filed by the Company on Form 8-K, filed on June 4, 1999. 9 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD] SPECTRANETICS SPECTRANETICS COMPLETES SALE OF INDUSTRIAL SUBSIDIARY FOR $15 MILLION IN CASH SPECTRANETICS TO FOCUS RESOURCES ON CORE MEDICAL BUSINESS COLORADO SPRINGS, COLORADO - June 18, 1999 - The Spectranetics Corporation (NASDAQ: SPNC), developer, manufacturer and marketer of devices and technologies for interventional cardiovascular therapy, announced the completion today of the sale of the Company's wholly owned industrial subsidiary, Polymicro Technologies, Inc., to affiliates of Keystone Capital, Inc. for $15 million in cash. Joseph A. Largey, Spectranetics' President and Chief Executive Officer, said the transaction affords Spectranetics the opportunity to intensify its focus on its core medical device business, which is driven by sales of single-use catheters for a growing number of cardiovascular procedures that involve the Company's excimer laser technology. He said that Spectranetics will use the proceeds of the sale for general corporate purposes, including sales, marketing and clinical initiatives for new products and applications. Polymicro, located in Phoenix, Arizona, manufactures drawn silica glass products for industrial, aerospace and medical uses with an emphasis on the analytical instrument market. Keystone Capital, Inc. is a private equity investment advisory firm based near Chicago, Illinois. Spectranetics is a medical device company engaged in the development, manufacturing, marketing and distribution of its technology for interventional cardiovascular therapy. The Company's CVX-300(R) excimer laser system is the only excimer laser system approved by the FDA for multiple cardiovascular procedures. The technology has been designed for use in multiple cardiovascular applications, including coronary angioplasty and the removal of pacemaker and ICD leads. The Company is also developing additional applications for its excimer laser technology in restenosed stents and peripheral vascular applications. ### 10 -----END PRIVACY-ENHANCED MESSAGE-----