-----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, JZRm+nokUS5C3ZvBNoGWM/GWhgAT+be7JEO+GZKGLBaup3u4vwQFB6u6581JwZTz R1QqaguiwO5P5dGhxzxb7A== 0001102624-05-000004.txt : 20050113 0001102624-05-000004.hdr.sgml : 20050113 20050113102921 ACCESSION NUMBER: 0001102624-05-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTANA MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000893160 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 942976937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20931 FILM NUMBER: 05527224 BUSINESS ADDRESS: STREET 1: 1910 INNOVATION PARK DRIVE CITY: TUCSON STATE: AZ ZIP: 85737 BUSINESS PHONE: 800-227-2155 MAIL ADDRESS: STREET 1: 1910 INNOVATION PARK DRIVE CITY: TUCSON STATE: AZ ZIP: 85737 8-K 1 ventanamedicalsystems8k.htm VENTANA MEDICAL SYSTEMS 8K


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: January 13, 2005
(Date of earliest event reported)

Ventana Medical Systems
(Exact name of registrant as specified in its charter)
AZ
(State or other jurisdiction of incorporation)
  000-20931
(Commission File Number)
  94-2976937
(IRS Employer Indentification Number)
  1910 Innovation Park Drive
(Address of principal executive offices)
85737
(Zip Code)
 

Registrant's telephone number, including area code: (520) 887-2155


Item 2.02. Results of Operations and Financial Condition

On January 13, 2005, Ventana Medical Systems (the "Registrant") released financial information with respect to its quarter ended December 31, 2004. The full text of the press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated be reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits
(c) Exhibits

Pre-earnings announcement

The following exhibit is filed herewith:

99.1       Press Release of Ventana Medical Systems dated January 13, 2005


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.

Dated: January 13, 2005
VENTANA MEDICAL SYSTEMS

By:  /s/ Nicholas Malden                    
     Nicholas Malden
     Senior Vice President, Chief Financial Officer and Secretary

EX-99 2 ventanamedicalsyste.htm VENTANA MEDICAL SYSTEMS PRESS RELEASE

Ventana Expects Higher Sales and EPS in Fourth Quarter 2004

Raises Outlook for 2005

TUCSON, AZ -- 01/13/2005 -- Ventana Medical Systems, Inc. (NASDAQ: VMSI), today announced higher-than-expected preliminary fourth quarter sales of approximately $48 million, driven by strong growth in both instrument and consumable sales. Instrument sales were very strong and contributed to the majority of the higher-than-expected revenues. As a result, the Company expects to report diluted earnings per share in a range of $0.46 to $0.50, up to $0.62 better than reported in the fourth quarter of last year, which included a special charge.

The Company is also raising its 2005 outlook. Sales are now expected within a range of $194 million to $196 million and diluted earnings per share in a range of $1.46 to $1.49, up from previous guidance ranges of $192 million to $194 million and $1.43 to $1.46, respectively.

CONFERENCE CALL

The Company will discuss the fourth quarter and full year 2004 results and the 2005 outlook during its fourth quarter conference call to be held on Friday, February 4, 2005, at 10:00 a.m. EST. The call can be accessed live and will be available for replay over the Internet via www.viavid.net.

Ventana develops, manufactures, and markets instrument/reagent systems that automate slide preparation and staining in clinical histology and drug discovery laboratories worldwide. Ventana's clinical systems are important tools used in the diagnosis and treatment of cancer and infectious diseases. Ventana's drug discovery systems are used to accelerate the discovery of new drug targets and evaluate the safety of new drug compounds.

This press release contains forward-looking statements within the meaning of the Federal Securities laws. These forward-looking statements include: our current financial outlook for the fourth-quarter of 2004, expected revenue growth for 2005, and earnings per share for 2005. These forward-looking statements are subject to numerous risks and uncertainties and actual results may vary materially. We may not achieve anticipated future operating results, and product development activities may not be as successful as we expect in terms of the timing of product availability to the market or customer rates of adoption. Other risks and uncertainties include risks associated with the development, manufacturing, marketing, and sale of medical products, competitive factors, general economic conditions, legal disputes, and government actions, and those other risks and uncertainties contained in our most recent Annual Report filed with the Securities and Exchange Commission (SEC) on Form 10-K, and all subsequent SEC filings. Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at www.sec.gov. We undertake no obligation following the date of this release to update or revise our forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements, which speak only as of the date such statements are made. Past performance is not indicative of future results. We cannot guarantee any future operating results, activity, performance, or achievement.

Visit the Ventana Medical Systems, Inc. website at www.ventanamed.com.

Contact:
Christopher M. Gleeson
President and CEO
(520) 229-3787

Nick Malden
Chief Financial Officer
(520) 229-3857


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