-----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, DnaP/V7ZdPO4PaTVT9DAyR1Gi6xlG4Vhnz5BtK6Z3GQYfIBVj9GnBsLXCwfiHBTq sFD/oizS2o7Hkn97Yivu2A== 0001193125-06-033562.txt : 20060216 0001193125-06-033562.hdr.sgml : 20060216 20060216155335 ACCESSION NUMBER: 0001193125-06-033562 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLL MEDICAL CORP CENTRAL INDEX KEY: 0000887568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042711626 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20225 FILM NUMBER: 06625286 BUSINESS ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 BUSINESS PHONE: 9784219655 MAIL ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 FORMER COMPANY: FORMER CONFORMED NAME: ZOLL MEDICAL CORPORATION DATE OF NAME CHANGE: 19930328 11-K/A 1 d11ka.htm AMENDMENT NO. 1 TO FORM 11-K Amendment No. 1 to Form 11-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 11-K/A

 


 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

REPURCHASE SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004.

 


 

ZOLL Medical Corporation Employee Savings Plan

 

ZOLL Medical Corporation

269 Mill Road

Chelmsford, Massachusetts 01824-4105

 



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INTRODUCTORY NOTE

 

This amendment is being filed to provide a report of an independent public accountant firm registered with the Public Company Accounting Oversight Board (the “PCAOB”). The Form 11-K filed with the Securities and Exchange Commission on June 24, 2005 contained a report prepared by an auditing firm that has conducted the audit in accordance with U.S. generally accepted auditing standards, but was not registered with the PCAOB. The new audit resulted in no changes in net assets available for plan benefits.

 

REQUIRED INFORMATION ATTACHED

 

1. Audited statements of financial condition in accordance with the financial reporting requirements of ERISA.

 

2. Audited statements of income and changes in plan equity in accordance with the financial reporting requirements of ERISA.

 

3. Written consent of the accountant.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this amendment to the annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ZOLL MEDICAL CORPORATION EMPLOYEE SAVINGS PLAN

 

By:   ZOLL Medical Corporation
By:  

/s/ A. Ernest Whiton


Name:   A. Ernest Whiton
Title:   Chief Financial Officer and Vice
    President, Administration
Date:   February 15, 2006


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ZOLL MEDICAL CORPORATION EMPLOYEE

 

SAVINGS PLAN

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2004 AND 2003


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TABLE OF CONTENTS

 

Report of Independent Registered Public Accounting Firm

   Page 1

Statements of Net Assets Available for Plan Benefits

   Page 2

Statement of Changes in Net Assets Available for Plan Benefits

   Page 3

Notes to Financial Statements

   Page 4-6

Schedule H, Line 4i Supplemental Schedule of Assets Held for Investment Purposes at End of Year

   Page 7

Consent of Independent Registered Public Accounting Firm

   Page 8


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To the Plan Administrator

ZOLL Medical Corporation Employee Savings Plan

269 Mill Road

Chelmsford, Massachusetts 01824

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have audited the accompanying statement of net assets available for plan benefits of ZOLL Medical Corporation Employee Savings Plan as of December 31, 2004, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of ZOLL Medical Corporation Employee Savings Plan as of December 31, 2003 were audited by other auditors whose report dated June 11, 2004, expressed an unqualified opinion on those statements.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of ZOLL Medical Corporation Employee Savings Plan as of December 31, 2004, and the changes in its net assets available for plan benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/S/ MOODY, FAMIGLIETTI & ANDRONICO, LLP

 

Moody, Famiglietti & Andronico, LLP

December 5, 2005

 

1


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Statements of Net Assets Available for Plan Benefits   ZOLL Medical Corporation Employee Savings Plan

 

December 31


   2004

   2003

Assets

             

Investments (Note 6):

             

Investments at Fair Value

   $ 15,455,542    $ 11,971,303

ZOLL Medical Corporation Common Stock

     890,169      561,946

Loans to Participants

     427,304      332,870
    

  

Total Investments

     16,773,015      12,866,119
    

  

Contributions and Other Receivables:

             

Plan Sponsors’ Contributions Receivable

     509,545      435,658

Participants’ Contributions Receivable

     233,046      169,792

Accrued Interest Receivable

     45      15
    

  

Total Contributions and Other Receivables

     742,636      605,465
    

  

Net Assets Available for Plan Benefits

   $ 17,515,651    $ 13,471,584
    

  

 

The accompanying notes are an integral part of these financial statements.

 

2


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Statement of Changes in Net Assets Available forPlan Benefits   ZOLL Medical Corporation Employee Savings Plan

 

For the Year Ended December 31


   2004

 

Additions to Net Assets:

        

Participant Contributions

   $ 3,271,795  

Net Appreciation in Fair Value of Investments (Note 6)

     912,548  

Plan Sponsors Contributions

     509,545  

Interest and Dividend Income

     29,443  
    


Total Additions

     4,723,331  
    


Deductions from Net Assets:

        

Distributions to Participants

     (674,114 )

Administrative Fees

     (5,150 )
    


Total Deductions

     (679,264 )
    


Net Increase in Net Assets Available for Plan Benefits

     4,044,067  
    


Net Assets Available for Plan Benefits, Beginning of Year

     13,471,584  
    


Net Assets Available for Plan Benefits, End of Year

   $ 17,515,651  
    


 

The accompanying notes are an integral part of these financial statements.

 

3


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Notes to Financial Statements (Continued) ZOLL Medical Corporation Employee Savings Plan

 

1. Description of the Plan:

 

The following description of ZOLL Medical Corporation Employee Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for more complete information regarding the terms of the Plan.

 

General: The Plan is a defined contribution plan covering all employees of ZOLL Medical Corporation and its majority-owned subsidiaries Bio-Detek, Inc. and Revivant Corporation (collectively, the “Plan Sponsors”). The Plan, as amended, was established on January 1, 1992 to provide a systematic savings plan and retirement benefits for eligible employees (the “Participants”). Employees become eligible for participation in the Plan upon attaining age 21 and completing three months of service with the Plan Sponsors. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

The Plan Sponsors have appointed an investment trustee, Fidelity Management and Trust Company (“Fidelity”), to hold the Plan’s assets and to administer the Participant accounts.

 

Contributions: Participants may contribute up to 60% of their pre-tax compensation, as defined in the Plan, subject to limitations under federal law. Rollover contributions from other qualified plans are allowed.

 

The Plan Sponsors contribute a discretionary matching contribution equal to 25% of each Participant’s elective deferral up to 7% of Participant wages. During the year ended December 31, 2004, the Plan Sponsors made contributions to the Plan in the amount of $542,545.

 

Participant Accounts: Each Participant’s account is credited with the Participant’s contribution and allocations of (a) the Plan Sponsors’ contribution and (b) Plan earnings. Allocations are based on Participant earnings or account balances, as defined. The benefit to which a Participant is entitled is the benefit that can be provided from the Participant’s vested account.

 

Vesting: Participants are immediately vested 100% in their contributions plus actual earnings thereon. Vesting in the Plan Sponsors’ contribution portion of their account plus actual earnings thereon is based on years of continuous service. A Participant becomes fully vested after four and six consecutive years of service, depending on their hire date, as defined in the Plan agreement.

 

Participant Loans: Participants may borrow from their plan accounts in amounts attributable to the Participant’s contributions, for a maximum term of five years. If the loan is for the purchase of a principal residence, the term of the loan may be extended to ten years. A Participant may borrow a minimum of $1,000 and a maximum of 50% of his or her eligible balance up to $50,000, reduced by the highest outstanding loan amount during the immediately preceding twelve-month period. The loan balance is secured by the Participant’s vested interest in their account and the interest rate is fixed at the inception of the loan in an amount equal to the prevailing interest rate charged by commercial lending institutions for loans of a similar nature. The interest rates charged on loans outstanding as of December 31, 2004, range from 5.0% to 10.5%, per annum.

 

Benefits and Withdrawals: Upon termination of service due to death, disability or retirement, a Participant may elect to receive either a lump-sum amount equal to the value of the Participant’s vested interest in his or her account, or annual installments.

 

Hardship withdrawals are allowed under the provisions of the Plan and cannot exceed the amount required to meet the immediate financial need created by the hardship. The Participant will be suspended from making contributions for twelve months after the hardship withdrawal.

 

Forfeited Accounts: Forfeited amounts are used to reduce future Plan Sponsors’ contributions. During the year ended December 31, 2004, the Plan Sponsors did not use forfeited amounts to reduce their matching contributions. As of December 31, 2004 and 2003, the Plan had forfeitures of $33,885 and $9,547, respectively, available to offset future Plan Sponsors contributions. The Plan Sponsors’ contribution for 2004 was reduced by $33,000 from forfeited non-vested accounts.

 

The accompanying notes are an integral part of these financial statements.

 

4


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Notes to Financial Statements (Continued) ZOLL Medical Corporation Employee Savings Plan

 

Plan Investments: The Plan’s investments are held in various mutual funds held by Fidelity, as well as in ZOLL Medical Corporation Common Stock. Participants have the option to allocate their contributions, and the Plan Sponsors’ contributions, in their individual accounts among various investment alternatives and to make transfers as specified in the Plan document.

 

2. Significant Accounting Policies:

 

Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Investment Valuation and Income Recognition: Investments are valued at their fair market value using quoted market prices. Interest and dividend income is recorded as earned. Purchases and sales of securities are reflected on a trade date basis. Loans to participants are valued at estimated fair value, consisting of outstanding principal and related unpaid interest. The net appreciation in the fair value of the Plan’s investments consists of realized gains (losses) and unrealized appreciation (depreciation) on those investments.

 

The Plan provides for investment in various mutual funds and other investment securities that, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Further, due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the statement of net assets available for benefits.

 

Contributions: Contributions from the Plan Sponsors are accrued as of December 31, 2004, based upon the contribution formula. Participant contributions are recorded in the period in which the Participants’ payroll deductions are remitted to the Trustee.

 

Payment of Benefits: Benefits are recorded when paid.

 

Expenses: Certain administrative expenses of the Plan are paid by the Plan Sponsors.

 

Use of Estimates: Management has used estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities in its preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America. Actual results experienced by the Plan may differ from those estimates.

 

3. Party-In-Interest Transactions:

 

Certain Plan investments are in mutual funds managed by Fidelity. Fidelity is the custodian of the Plan’s assets and, therefore, these transactions qualify as party-in-interest transactions. Also, Participants have invested in ZOLL Medical Corporation’s common stock, therefore these transactions also qualify as party-in-interest transactions.

 

4. Plan Termination:

 

While it is the intention of the Plan Sponsors to continue the Plan indefinitely, the Plan Sponsors reserve the right to terminate or amend the Plan at any time subject to the provisions of ERISA. In the event of termination, the accounts of all Participants shall become fully vested and plan assets shall be distributed in accordance with the terms of the Plan.

 

5. Tax Status:

 

The Plan adopted a standardized prototype plan sponsored by Fidelity. The prototype plan sponsor received a favorable opinion letter, dated October 9, 2004, which stated that the Plan prototype is designed in accordance with Section 401(a) of the Internal Revenue Code. The Plan Sponsors believe that the Plan and the related trust are currently designed and being operated in compliance with the applicable provisions of the Internal Revenue Code. Therefore, the Plan Sponsors are of the opinion that the Plan and the related trust were tax exempt as of December 31, 2004.

 

The accompanying notes are an integral part of these financial statements.

 

5


Table of Contents

Notes to Financial Statements (Continued) ZOLL Medical Corporation Employee Savings Plan

 

6. Investments:

 

Investments, all of which are participant directed, which represent 5% or more of the Plan’s net assets as of December 31, 2004 and 2003, are summarized as follows:

 

     2004

   2003

Fidelity Advisor Equity Growth Fund, Class T

   $ 3,827,035    $ 3,520,002

Neuberger Berman Genesis Fund

     2,111,839      1,424,966

Fidelity Advisor Growth Opportunities, Class T

     2,103,866      1,868,750

Fidelity Advisor Prime Fund

     1,454,359      935,171

Fidelity Advisor Intermediate Bond Fund, Class T

     1,430,581      1,165,064

Fidelity Advisor Balanced Fund, Class T

     968,695      821,843

ZOLL Medical Corporation Common Stock

     890,169       

 

During the year ended December 31, 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated as follows:

 

     2004

    2003

Mutual Funds

   $ 913,807     $ 1,996,481

ZOLL Medical Common Stock

     (1,259 )     6,521
    


 

     $ 912,548     $ 2,003,002
    


 

 

Investments in ZOLL Medical Corporation common stock (held in a unitized stock fund created by trustee) held by the Plan at December 31, 2004 and 2003, consists of 25,877 and 15,417 shares, respectively.

 

The accompanying notes are an integral part of these financial statements.

 

6


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Schedule H, Line 4i Supplemental Schedule of Assets ZOLL Medical Corporation Employee Savings Plan

Held for Investment Purposes at End of Year   EIN #04-2711626

 

Assets held by the Plan for investment purposes as of December 31, 2004, are summarized as follows:

 

(a)


  

(b)

Identity of Issue,

Borrower, Lessor

or Similar Party


    

(c)

Description of Investment, Including Maturity Date,

Rate of Interest, Collateral, Par or Maturity Value


  

(d)

Cost


  

(e)

Current

Value


             
             
             
*    Fidelity      Fidelity Advisor Equity Growth Fund, Class T    **    $ 3,827,035
     Neuberger Berman      Neuberger Berman Genesis Fund    **      2,111,839
*    Fidelity      Fidelity Advisor Growth Opportunities, Class T    **      2,103,866
*    Fidelity      Fidelity Advisor Prime Fund    **      1,454,359
*    Fidelity      Fidelity Advisor Intermediate Bond Fund, Class T    **      1,430,581
*    Fidelity      Fidelity Advisor Balanced Fund, Class T    **      968,695
*    ZOLL      ZOLL Medical Corporation Common Stock    **      890,169
*    Fidelity      Fidelity Advisor Overseas Fund, Class T    **      767,736
*    Fidelity      Fidelity Advisor Dividend Growth Fund, Class T    **      766,224
     Federated      Federated Max-Cap Index Fund    **      516,070
*    Fidelity      Fidelity Advisor Mid Cap Fund, Class T    **      505,955
*    Fidelity      Fidelity Advisor Equity Income Fund, Class T    **      380,649
     Brown Brothers      BBH Inflation Indexed Securities Fund    **      314,886
     Wells Fargo      Wells Fargo Advantage Outlook 2040 Fund, Class A    **      91,013
     Wells Fargo      Wells Fargo Advantage Outlook 2020 Fund, Class A    **      87,830
     Wells Fargo      Wells Fargo Advantage Outlook 2030 Fund, Class A    **      55,630
     Wells Fargo      Wells Fargo Advantage Outlook 2010 Fund, Class A    **      45,180
*    Fidelity      Inst. Cash Portfolio Money Market Fund    **      27,994
*    Participants     

Loans to Participants with interest rates ranging from 5.0% to

10.5%, maturing through 2014

   **      427,304
                     

                      $ 16,773,015
                     


* Represents a party-in-interest to the Plan.
** Cost information may be omitted for participant-directed transactions under an individual account plan.

 

The accompanying notes are an integral part of these financial statements.

 

7


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Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statement No. 333-38048 on Form S-8 of ZOLL Medical Corporation of our report dated December 5, 2005 relating to the financial statements and supplemental schedule of the ZOLL Medical Corporation Employee Savings Plan, which appears in this Form 11-K.

 

/s/  MFA – Moody, Famiglietti & Andronico, LLP


MFA – Moody, Famiglietti & Andronico, LLP
North Andover, Massachusetts
February 13, 2006

 

The accompanying notes are an integral part of these financial statements.

 

8

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