-----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, NVFbLeepH2v8XYleTejmVdSW9FmI0OQY6D+tiay+2S05kI3fRo3dRyj1+9pY0d0v rHTcTtNZdqDxx8ecdkoU5Q== 0000950149-03-000931.txt : 20030424 0000950149-03-000931.hdr.sgml : 20030424 20030424102550 ACCESSION NUMBER: 0000950149-03-000931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030424 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVIVO CORP CENTRAL INDEX KEY: 0000806168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770115161 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15963 FILM NUMBER: 03661333 BUSINESS ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104687600 MAIL ADDRESS: STREET 1: 4900 HOPYARD RD STE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: SENSOR CONTROL CORP DATE OF NAME CHANGE: 19911023 FORMER COMPANY: FORMER CONFORMED NAME: SAFETYTEK CORP DATE OF NAME CHANGE: 19920703 8-K 1 f89503e8vk.htm FORM 8-K e8vk
Table of Contents

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): April 24, 2003

INVIVO CORPORATION

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)
     
000-15963    77-0115161
 
(Commission
File Number)		   (IRS Employer
Identification No.)
     
4900 Hopyard Road, Suite 210, Pleasanton, CA   94588
(Address of principal executive offices)   (Zip code)

(925) 468-7600

(The Registrant’s telephone number)

(Former name or former address, if changed since last report)

 

Item 7. Financial Statements and Exhibits.
Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1

Table of Contents

Item 7. Financial Statements and Exhibits.

  (c)   Exhibits.

      The following exhibit is filed herewith:

     
Exhibit No.   Exhibit Title
 
99.01   Press Release, dated April 24, 2003, issued by Invivo Corporation.

Item 9. Regulation FD Disclosure.

     The information furnished under this “Item 9. Regulation FD Disclosure” is intended to be furnished under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release Nos. 33-8176 and 33-8216. The information in this report and the exhibits attached hereto are being furnished pursuant to Item 12 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. On April 24, 2003, Invivo Corporation issued a press release announcing its results for the third fiscal quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.01 to this Current Report.

-2-

Table of Contents

SIGNATURE

     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.

             
Date: April 24, 2003   INVIVO CORPORATION    
             
    By:   /s/ JOHN F. GLENN
John F. Glenn
Vice President-Finance and
Chief Financial Officer 		   

-3-

Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Description of Exhibit
 
99.01   Press Release, dated April 24, 2003, issued by Invivo Corporation.

-4- EX-99.1 3 f89503exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.01 FOR IMMEDIATE RELEASE Company Contacts: --------------------- James Hawkins President & CEO John Glenn CFO (925) 468-7600 INVIVO CORPORATION REPORTS THIRD QUARTER RESULTS REVENUES UP 19%, NET INCOME FROM CONTINUING OPERATIONS UP 120% PLEASANTON, CALIFORNIA, April 24, 2003....INVIVO CORPORATION (NASDAQ:SAFE), announced today revenues of $13,015,000 for the third quarter ended March 31, 2003 as compared to revenues of $10,908,000 for the third quarter ended March 31, 2002. Net income from continuing operations for the third quarter of fiscal 2003 was $923,000 compared to net income from continuing operations of $420,000 for the third quarter of fiscal 2002. Diluted net income per common share from continuing operations was $.21 for the third quarter of fiscal 2003 compared to $.09 for the third quarter of fiscal 2002. Net income for the third quarter of fiscal 2003 was $923,000 compared to $230,000 for the third quarter of fiscal 2002. Net income for the nine months ended March 31, 2003 was $2,477,000 compared to $1,699,000 for the nine months ended March 31, 2002. Figures for the quarter and nine months ended March 31, 2002 have been restated to present the operations of divisions sold in fiscal 2002 as discontinued operations. "We are very pleased with our third quarter results. The market for MRI monitoring products remained strong in the third quarter of fiscal 2003 as we continued to be the market leader in this growing market segment. In the quarter we also experienced increased demand for our next generation M-12 multi-parameter vital signs patient monitor," stated Jim Hawkins, President and CEO of Invivo Corporation. "Our third quarter financials do not include the results of Medical Data Electronics ("MDE") that we acquired in the first week of April 2003. MDE manufactures and markets products for wireless patient monitoring of vital signs. MDE is recognized as a pioneer and leader in medical telemetry and we believe they have the largest installed base of wireless patient monitoring systems in the world," Hawkins added. OUTLOOK "Looking forward, we anticipate revenues to be in a range of $16.0 million to $16.8 million for our fourth quarter of fiscal 2003. This would represent an increase of approximately 41% to 48% over the fourth quarter of fiscal 2002 revenues of $11,362,000. We further expect that revenues will continue to increase throughout fiscal 2004 as compared to fiscal 2003 revenues," Hawkins added. This press release contains forward-looking statements regarding our future operations and expectation of future events, including our projections of our future revenue growth and our expectation of the benefits of the acquisition of MDE. These statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include, but are not limited to, the uncertain growth prospects for new markets, the Company's dependence on a concentrated line of products, the effects of competitive products and pricing, economic and political conditions that may impact customers' ability to fund purchases of our products and services, fluctuations in international exchange rates, product liability and product recall risks and other business factors. For information regarding these risks and other related risks, see the "Risk Factors" section of the Company's most recent Form 10-Q on file with the SEC. In conjunction with Invivo Corporation's third quarter earnings release, the Company's conference call will be broadcast live over the Internet on Thursday, April 24, 2003 at 11:00 A.M. Eastern at http://www.vcall.com/EventPage.asp?ID=83771. A replay of the conference call will be available online for one year at the Company's website in the What's New at Invivo section at http://www.invivo-corp.com or through www.vcall.com. Invivo Corporation's Invivo Research subsidiary designs, manufactures and markets monitoring systems that measure and display vital signs of patients in medical settings. INVIVO CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except share data)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, 2003 2002 2003 2002 ----------- ---------- ---------- ---------- Sales $ 13,015 10,908 36,392 30,727 Cost of goods sold 6,493 5,213 17,872 14,404 ----------- ---------- ---------- ---------- Gross profit 6,522 5,695 18,520 16,323 ----------- ---------- ---------- ---------- Operating expenses: Selling, general, and administrative 4,520 4,185 13,078 11,716 Research and experimental 765 763 2,318 2,331 ----------- ---------- ---------- ---------- Total operating expenses 5,285 4,948 15,396 14,047 ----------- ---------- ---------- ---------- Income from operations 1,237 747 3,124 2,276 Other income (expense): Interest income 157 38 530 159 Interest expense (15) (17) (47) (69) Other, net 20 (33) 49 (33) ----------- ---------- ---------- ---------- Income from continuing operations before income taxes 1,399 735 3,656 2,333 Income tax expense 476 315 1,179 857 ----------- ---------- ---------- ---------- Net income from continuing operations $ 923 420 2,477 1,476 =========== ========== ========== ========== Discontinued operations: Income from discontinued operations net of income tax of $99 and $347 -- 98 -- 511 Loss on disposal of subsidiary, net of income tax benefit of $223 -- (288) -- (288) ----------- ---------- ---------- ---------- Net income $ 923 230 2,477 1,699 =========== ========== ========== ========== Basic net income per share data: Continuing operations $ 0.22 0.09 0.56 0.33 Discontinued operations -- (0.04) -- 0.05 ----------- ---------- ---------- ---------- Basic net income per common share $ 0.22 0.05 0.56 0.38 =========== ========== ========== ========== Weighted-average common shares outstanding (basic) 4,219,863 4,428,043 4,386,073 4,425,137 =========== ========== ========== ========== Diluted net income per share data: Continuing operations 0.21 0.09 0.54 0.32 Discontinued operations -- (0.04) -- 0.05 ----------- ---------- ---------- ---------- Diluted net income per common share $ 0.21 0.05 0.54 0.37 =========== ========== ========== ========== Weighted-average common shares outstanding (diluted) 4,464,087 4,598,986 4,611,154 4,567,903 ----------- ---------- ---------- ----------
-----END PRIVACY-ENHANCED MESSAGE-----