-----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, PQ11EjrQaWEfriRrpyCeVh0NIaEXGwoMm03yTgHmE1Cgsobjkx+HcP5Sj4U2h0el TlQjuS/HrclAqzzi1Uz2mg== 0000912057-97-032633.txt : 19971006 0000912057-97-032633.hdr.sgml : 19971006 ACCESSION NUMBER: 0000912057-97-032633 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SURGICAL INNOVATIONS INC CENTRAL INDEX KEY: 0000890763 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 973170244 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-28448 FILM NUMBER: 97690808 BUSINESS ADDRESS: STREET 1: 3172A PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 10-K/A 1 FORM 10K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A AMENDMENT NO. 1 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended: June 30, 1997, or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Transition period from to . Commission file number: 0-28448 ------------------------ GENERAL SURGICAL INNOVATIONS, INC. (Exact name of Registrant as specified in its charter) CALIFORNIA 97-3170244 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization)
10460 BUBB ROAD, CUPERTINO, CALIFORNIA 95014 (Address of principal executive offices) Registrant's telephone number, including area code: (408) 863-2500 ------------------------ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share ------------------------ 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 (or for such shorter period that the Registrant was required to file such reports), 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 non-affiliates of the Registrant was approximately $33,942,829 as of August 31, 1996, based upon the closing sale price on the NASDAQ National Market System reported for such date. Shares of Common Stock held by each officer and director and by each person who owns 5% of more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. There were 13,306,172 shares of Registrant's Common Stock issued and outstanding as of August 31, 1997. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement of the Registrant for the 1998 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The undersigned Registrant hereby amends the Annual Report on Form 10-K for the fiscal year ended June 30, 1997 as set forth below. 1. The Report of Independent Auditors on page 41 of the Form 10-K for the year ended June 30, 1997 is amended and restated as follows. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders General Surgical Innovations, Inc. and Subsidiary: We have audited the accompanying consolidated balance sheets of General Surgical Innovations, Inc. and Subsidiary as of June 30, 1997 and 1996, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended June 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Surgical Innovations, Inc. and Subsidiary as of June 30, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 1997, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. San Jose, California July 29, 1997, except for Note 14, as to which the date is September 29, 1997 41 2. Notes 10 and 14 to the Consolidated Financial Statements are amended and restated as follows. GENERAL SURGICAL INNOVATIONS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 10. COMMITMENTS: (CONTINUED) this technology through 2001. Minimum royalties under the agreement are $25,000, $62,500, $75,000 and $37,500 for the years ending June 30, 1998, 1999, 2000 and 2001, respectively. CONTINGENCIES: In May 1996, the Guidant Corporation unit of Origin MedSystems, Inc. ("Origin") filed an action against GSI in the U.S. District Court for the Northern District of California, alleging patent infringement of its patent entitled "Apparatus and Method for Peritoneal Retraction." GSI also filed an action against Origin in the U.S. District Court for the Northern District of California alleging patent infringement of its patent for a method of tissue plane dissection using balloon systems. Discovery is ongoing and Management believes it has meritorious defenses in relation to the action. One of the patent applications filed by the Company, which is directed to a surgical method using balloon dissection technology, has been placed in interference with a patent application filed by Origin Medsystems, Inc. ("Origin"), a competitor of the Company. The Company believes that the inventor named in its patent application was the first to invent this subject matter, and has asserted that the Origin patent application was filed after a disclosure made by such inventor to employees of Origin. Origin takes a contrary position. This interference is presently pending in the United States Patent and Trademark Office ("USPTO") and, as permitted by the rules of the USPTO, has been referred to an arbitrator for completion of the interference proceeding. A decision is not expected in this interference proceeding until 1998 and, while the Company believes it will be successful in this interference proceeding, there can be no assurance of such success. No accrual for the above matters has been made in the accompanying consolidated financial statements as the ultimate outcomes of the litigation and dispute presently are not determinable. The litigation and dispute are subject to inherent uncertainties and thus, there can be no assurance that the litigation or dispute will be resolved favorably to the Company or that they will not have a material adverse effect on the Company's financial position or results of operations. 53 GENERAL SURGICAL INNOVATIONS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. SUBSEQUENT EVENTS: On September 25, 1997, the Company filed another claim against Origin alleging patent infringement of its patent for a method serial inflation of tissue dissectors (See Note 10). 57 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL SURGICAL INNOVATIONS, INC By: /s/ STEPHEN J. BONELLI ---------------------------------------- Stephen J. Bonelli CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OF FINANCE Date: October 3, 1997 PART IV Item 14(a)(3) is hereby amended to amend and restate the following exhibit: EXHIBIT NUMBER DESCRIPTION - ----------- ----------- 23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 39 3. Exhibit 23.1, Consent of Coopers & Lybrand, LLP, Independent Accountants is amended and restated as follows. EX-23.1 2 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF COOPERS & LYBRAND, LLP, INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of General Surgical Innovations, Inc. on Form S-8 (File No. 333-10305) of our report dated July 29, 1997, except for Note 14, as to which the date is September 29, 1997, on our audits of the consolidated financial statements and financial statement schedule of General Surgical Innovations, Inc. as of June 30, 1997 and 1996 and for the years ended June 30, 1997, 1996 and 1995 which report is included in this Annual Report on Form 10-K for the year ended June 30, 1997. COOPERS & LYBRAND San Jose, California September 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----