-----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, WIZKu4Pwy0wgHV1am5m0c1Hfioxu4CgdufnOVn5eKa9ranZ2v/2DDKybaFi5RJ2z 4JoAlVPUPJyPIeMOPJsVGg== 0001047469-97-005571.txt : 19971121 0001047469-97-005571.hdr.sgml : 19971121 ACCESSION NUMBER: 0001047469-97-005571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971119 ITEM INFORMATION: FILED AS OF DATE: 19971120 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERCLOSE INC CENTRAL INDEX KEY: 0000934438 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943154669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26890 FILM NUMBER: 97724751 BUSINESS ADDRESS: STREET 1: 199 JEFFERSON DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4154733100 8-K 1 FORM 8-K 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: November 19, 1997 (Date of earliest event reported: November 19, 1997) Commission File Number: 0- 26890 PERCLOSE, INC. (Exact name of Registrant as specified in its charter) Delaware 94-3154669 -------- ---------- (State of incorporation or organization) (IRS Employer I.D. No.) 199 Jefferson Drive, Menlo Park California 64025 ------------------------------------------------ (Address of principal executive offices) (650) 473-3100 -------------- (Registrant's telephone number, including area code) Item 5. OTHER EVENTS Registrant is filing this Report on Form 8-K to report certain corrections to previously filed SEC reporting documents. Registrant does not believe that any of the corrections reflected below, individually or in the aggregate, are material to Registrant's disclosures in the respective documents for which such corrections are being reported. A. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997 - -MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- NET PURCHASES OF SHORT-TERM INVESTMENTS Registrant previously reported in its Annual Report on Form 10-K for the fiscal year ended March 31, 1997 that in fiscal 1996 its net purchases of short-term investments totaled $24.8 million. Registrant's actual net purchases of short-term investments for the fiscal year ended March 31, 1996 totaled $23.8 million. B. QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 1997 - PROCEEDS FROM NOVEMBER 1995 INITIAL PUBLIC OFFERING Registrant previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 that Registrant raised $37.2 million in its initial public offering. The actual figure for Registrant's initial public offering proceeds was $34.2 million. C. PROXY STATEMENT DATED JUNE 12, 1997 - STOCK OPTIONS GRANTED TO EXECUTIVE OFFICERS THROUGH THE FISCAL YEAR ENDED MARCH 31, 1997 Registrant previously reported in its Proxy Statement dated June 12, 1997 that for the fiscal year ended March 31, 1997 the percentage of option grants to the executive officers were as stated in Column (B). The actual percentage totals for particular grants to executive officers for fiscal 1997 are stated in Column (C). -2- NAME NUMBER OF % OF TOTAL % OF TOTAL SECURITIES OPTIONS GRANTED OPTIONS GRANTED UNDERLYING TO EMPLOYEES IN TO EMPLOYEES IN OPTIONS FISCAL YEAR FISCAL YEAR GRANTED Column (B) (CORRECTED) Column (C) ---------- --------------- --------------- Henry A. Plain, Jr. . . . . . 2,625 0.4 0.4 6,375 1.0 0.9 Coy F. Blevins . . . . . . . 2,891 0.4 0.4 2,749 0.4 0.4 1,751 0.3 0.3 2,515 0.4 0.4 7,485 1.2 1.1 7,109 1.1 1.0 2,355 0.4 0.3 Jeffery M. Closs . . . . . . 2,145 0.3 0.3 4,500 0.7 0.7 Kenneth E. Ludlum . . . . . 13,877 2.1 2.0 66,123 10.2 9.7 2,355 0.4 0.3 Ronald W. Songer . . . . . . 2,145 0.3 0.3 16,219 2.5 2.4 3,781 0.6 0.6 D. PROXY STATEMENT DATED JUNE 12, 1997 - EXECUTIVE COMPENSATION Registrant previously reported in its Proxy Statement dated June 12, 1997 the Annual Compensation - Salary figures for executive officers were as stated in Column (B). The Actual Annual Compensation - Salary figures for executive officers are stated in Column (C). Registrant previously reported in its Proxy Statement dated June 12, 1997 that All Other Compensation for executive officers was as stated in Column (D). The Actual All Other Compensation figures for executive officers are stated in Column (E).
Fiscal Annual Compensation - Salary All Other Compensation Name and Principal Position Year Column (B) Column (C) Column (D) Column (E) - --------------------------- ------ ------------- ---------- ---------- ---------- Henry A. Plain, Jr. .......................... 1997 215,000 215,000 770(1) 770(1) President and Chief Executive Officer 1996 187,370 187,370 800(1) 770(1) 1995 152,019 148,500 18,770(2) 18,770(2) Coy F. Blevins ............................... 1997 108,923 107,246 49,735(3) 51,412(3) Vice President, Sales 1996 114,005 92,444 30,300(4) 51,412(4) 1995 131,801 85,501 1,512(1) 47,812(8) Jeffrey M. Closs ............................. 1997 136,197 100,989 26,830(5) 62,039(5) Vice President, International Sales 1996 107,143 107,143 157,449(6) 157,449(6) and Marketing 1995 95,057 89,863 151,855(7) 151,700(7) Kenneth E. Ludlum ............................ 1997 127,154 127,154 1,260(1) 1,260(1) Vice President, Finance and 1996 -- -- -- -- Administration, Chief Financial Officer 1995 -- -- -- -- Ronald W. Songer ............................. 1997 125,577 125,577 770(1) 770(1) Vice President, Research and 1996 107,260 107,260 850(1) 770(1) Development 1995 104,102 104,102 732(1) 738(1)
- -------------- (1) Consists of life insurance premiums paid by the Company. (2) Consists of housing expenses totaling $18,000 and life insurance premiums totaling $770, all paid by the Company. (3) Consists of commissions totaling $43,600, automobile allowance totaling $6,300 and life insurance premiums totaling $1,512, all paid by the Company. (4) Consists of commissions totaling $43,600, automobile allowance totaling $6,300 and life insurance premiums totaling $1,512, all paid by the Company. (5) Consists of housing assistance totaling $2,257, commissions totaling $59,012 and life insurance premiums totaling $770, all paid by the Company. (6) Consists of housing assistance totaling $105,698, commissions totaling $38,569, relocation expenses totaling $12,432 and life insurance premiums totaling $750, all paid by the Company. (7) Consists of an international equalization allowance totaling $110,780, commissions totaling $40,150 and life insurance premiums totaling $770, all paid by the Company. (8) Consists of commissions totaling $40,000, automobile allowance totaling $6,300 and life insurance premiums totaling $1,512, all paid by the Company. -3- E ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997 - NET PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES Registrant previously reported in its Annual Report on Form 10-K for the year ended March 31, 1997 that from inception through March 31, 1997 Registrant raised $22.7 million in net proceeds of private equity financings and stock option exercises. Registrant actually raised $22.8 million in net proceeds of private equity financings and stock option exercises from inception through March 31, 1997. F QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 - NET PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES THROUGH JUNE 30, 1997 Registrant previously reported in its Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 that from inception through June 30, 1997 Registrant raised $22.7 million in net proceeds of private equity financings and stock option exercises. Registrant actually raised $22.9 million in net proceeds of private equity financings and stock option exercises from inception though June 30, 1997. G QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997 - -NET PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES THROUGH SEPTEMBER 30, 1997 Registrant previously reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 that from inception through September 30, 1997 Registrant raised $23.2 million in net proceeds of private equity financings and stock option exercises. Registrant actually raised $23.4 million in net proceeds of private equity financings and stock option exercises from inception through September 30, 1997. -4- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. PERCLOSE, INC. By: /s/ Kenneth E. Ludlum ----------------------------------------------- Kenneth E. Ludlum, Vice President of Finance and Administration and Chief Financial Officer Date: November 20, 1997 -5- -----END PRIVACY-ENHANCED MESSAGE-----