-----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, NlWB6HxW9AxxuOlhnhmjWLHmKjReK7gvK98rqRhwYGNsoGQZK6VfMlm44nIuGlJt O8HxgBJZcyo+KV1tI9oORw== 0001047469-97-000574.txt : 19971015 0001047469-97-000574.hdr.sgml : 19971015 ACCESSION NUMBER: 0001047469-97-000574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971013 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971014 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18933 FILM NUMBER: 97694669 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 8-K 1 8-K 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): October 13, 1997 ROCHESTER MEDICAL CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) Minnesota 0-18933 41-1613227 - ---------------------------- ----------- ------------- (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification No.) One Rochester Medical Drive, Stewartville, Minnesota 55976 ---------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (507) 533-9600 --------------------------- Item 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. Item 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. Item 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Not applicable. Item 5. OTHER EVENTS. On October 13, 1997, Rochester Medical Corporation issued a news release on the subject of year end earnings. See Exhibit 99.1. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press Release. 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: October 13, 1997 ROCHESTER MEDICAL CORPORATION By: /s/ ANTHONY J. CONWAY ------------------------------- Anthony J. Conway President, Chief Executive Officer and Secretary EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Rochester Medical Corporation Announces Fourth Quarter and Fiscal Year End Financial Results Rochester Medical Corporation (NASDAQ: ROCM) today announced financial results for its fourth quarter and fiscal year ended September 30, 1997. Net sales increased 19% to $2.1 million for the three months ended September 30, 1997, from $1.8 million for the comparable three months of the prior fiscal year. The increase was due to growth in sales of ROCHESTER MEDICAL-Registered Trademark- brand products and increased private label sales, including to the ConvaTec division of E.R. Squibb & Sons, Inc., a subsidiary of Bristol-Myers Squibb Company ("ConvaTec"). The net loss for the three months ended September 30, 1997, was $632,000 or ($0.15) per share, compared to a net loss of $469,000 or ($0.11) per share for the corresponding period of the prior fiscal year. The increase in net loss was due to incremental costs associated with marketing and selling activities for ROCHESTER MEDICAL brand products, including the expansion of the Company's direct sales organization. Net sales increased 37% to $7.6 million for the fiscal year ended September 30, 1997, from $5.5 million for the prior fiscal year. The increase was primarily due to growth in sales of ROCHESTER MEDICAL brand products and increased sales to ConvaTec. The net loss for the fiscal year ended September 30, 1997 was $2.1 million or ($0.51) per share, compared to a net loss of $1.4 million or ($0.35) per share for the prior fiscal year. The increase in net loss was primarily due to incremental research and development costs associated with clinical studies for new products and additional expenses for increased marketing and selling activities for ROCHESTER MEDICAL brand products, including the expansion of the Company's direct sales organization. Rochester Medical Corporation develops, manufactures nad markets innovative urinary continence care products for urinary dysfunction management and urine drainage management. This press release contains forward-looking statements. All forward- looking statements involve risks and uncertainties, including, without limitation, the risks detailed in the Company's reports and documents filed from time to time with the Securities and Exchange Commission, including its Registration Statement on Form S-2 as filed with the Commission on September 29, 1997. Such statements are only predictions, and actual events or results may differ materially. For further information contact Brian J. Wierzbinski, Chief Financial Officer, of Rochester Medical Corporation, (507) 533-9600. (Amounts in thousands, except per share amounts)
THREE MONTHS ENDED FISCAL YEARS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------- --------------------- 1996 1997 1996 1997 ------- ------- -------- -------- SELECTED STATEMENTS OF OPERATIONS DATA: Net sales................................................ $1,787 $2,124 $ 5,540 $ 7,615 Net loss................................................. (469) (632) (1,360) (2,099) Net loss per common share................................ (0.11) (0.15) (0.35) (0.51) Weighted average number of common shares outstanding..... 4,107 4,134 3,867 4,132 AS OF SEPTEMBER 30, ------------------- 1996 1997 -------- ------- SELECTED BALANCE SHEET DATA: Cash, cash equivalents and marketable securities................................... $17,408 $4,639 Working capital.................................................................... 18,861 7,081 Total assets....................................................................... 23,888 18,613 Long-term debt..................................................................... 3,321 -- Accumulated deficit................................................................ (5,418) (7,516) Total shareholders' equity......................................................... 19,231 17,181
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