-----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, CWJMGowZaYnZ5/sfwe7HL/zD9VhTzWPv+vmOER7OhdReD1zlctZN28lnQVSc3NxL ZNzWuTmY07W+GJRrqoWsHg== /in/edgar/work/20000719/0000950148-00-001457/0000950148-00-001457.txt : 20000920 0000950148-00-001457.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950148-00-001457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000719 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINIMED INC CENTRAL INDEX KEY: 0000945801 STANDARD INDUSTRIAL CLASSIFICATION: [3842 ] IRS NUMBER: 954408171 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26268 FILM NUMBER: 675041 BUSINESS ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 8183625958 MAIL ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 8-K 1 e8-k.txt FORM 8-K 1 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2000 ------------------------------ MINIMED INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-26268 95-4408171 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12744 San Fernando Road, Sylmar, California 91342 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (818) 362-5958 ---------------------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On July 19, 2000, MiniMed Inc. announced that its Board of Directors has declared a 2-for-1 stock split, in the form of a stock dividend, which will result in the issuance of one additional share of common stock for every share of common stock outstanding. The stock split, which will increase the total number of diluted shares outstanding to approximately 67 million, will be effective August 2, 2000 for holders of record at the close of business on that date and will be distributed on August 18, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The Exhibits to this report are listed in the Index to Exhibits on page 3. SIGNATURES 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. Date: July 19, 2000 MINIMED INC. By: /s/ Eric S Kentor ---------------------------------- Name: Eric S. Kentor Its: Senior Vice President, General Counsel and Secretary 2 3 INDEX TO EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press release dated July 19, 2000 3 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Contact: Kevin R. Sayer Chief Financial Officer (818) 362-5958 MiniMed Inc. Investor Relations Morgen-Walke Associates Robert P. Jones/Dory Lombardo (212) 850-5600 MINIMED INC. ANNOUNCES RECORD SECOND QUARTER SALES AND EARNINGS --NET INCOME INCREASES 77% ON 41% SALES GAIN-- -- COMPANY ANNOUNCES 2-FOR-1 STOCK SPLIT AS STRONG FINANCIAL PERFORMANCE CONTINUES -- Sylmar, California, July 19, 2000--MiniMed Inc. (Nasdaq: MNMD) today announced financial results for the second quarter and six months ended June 30, 2000. The Company also announced today that its Board of Directors has declared a 2-for-1 stock split, in the form of a stock dividend, which will result in the issuance of one additional share of common stock for every share of common stock outstanding, increasing the total number of diluted shares outstanding to approximately 67 million. The Company stated the stock split will be effective August 2, 2000 for holders of record at the close of business on that date and will be distributed on August 18, 2000. For the second quarter of 2000 revenues grew approximately 41% to $69.4 million over the $49.1 million reported in the comparable quarter of 1999. Net income increased at a faster rate of 77% to $8.6 million, or $0.26 per share on a diluted basis, compared to net income of approximately $4.9 million, or $0.16 per share on a diluted basis, reported in last year's comparable quarter. For the six months ended June 30, 2000, revenues grew 44% to $129.7 million compared to $90.0 million in the comparable 1999 period. Net income increased 72% to $14.9 million, or $0.45 per share on a diluted basis, compared to net income of approximately $8.7 million, or $0.29 per share on a diluted basis, reported in first half of fiscal 1999. 2 Commenting on the quarter, Alfred E. Mann, Chairman and Chief Executive Officer stated, "We are pleased to report another quarter of solid financial growth and progress for MiniMed. Our strong revenue increase continues to be driven by world-wide insulin pump placement growth, which exceeded 42% during the quarter. We are also pleased with our ability to drive earnings growth, particularly in light of the 1999 completion of our research and development agreement which provided the 1999 second quarter with $1.5 million in income." Mr. Mann added, "The recently-completed American Diabetes Association meetings further strengthened our commitment to providing solutions for this chronic condition and has generated continued excitement about our efforts and achievements to date. Further, the Board's decision to approve another stock split demonstrates continued optimism and confidence about the Company's future." Terrance H. Gregg, President and Chief Operating Officer, commented, "We remain on schedule with our consumer sensor project, which continues to be our top priority. We expect to file our supplemental PMA for this product in August, and anticipate FDA approval in the first quarter of 2001. Already, our continuous glucose monitoring system, currently utilized by physicians, is beginning to make a significant impact upon the treatment of diabetes. We also continue to make progress in our other new product development efforts. Clinical trials for both our pre-filled insulin cartridges and our disposable infusion system for Type 2 diabetes will begin later this year and we are hopeful of sales of these products during fiscal 2002. With respect to U.S. regulatory approval for our implantable pump system, we already have filed three modular segments of the PMA for the device and are working with Aventis on the final requirements for the NDA application for the insulin." MiniMed Inc. designs, develops, manufactures and markets advanced infusion systems with a primary emphasis on the intensive management of diabetes. The Company's products include external pumps and related disposables, a first generation continuous glucose monitoring system as well as exclusive marketing rights to an implantable insulin pump, which is currently approved for distribution in the European Community and has not yet been cleared for marketing in the U.S. The Company is also developing new infusion systems to deliver compounds designed to treat a variety of medical conditions. 3 This Press Release contains statements that are forward-looking, including statements relating to future results of operations, growth or capital, the development, regulatory approval, manufacture, introduction, distribution, and commercial acceptance of new products, the conduct of clinical trials, the timing of any regulatory filings or approvals relating to new products (including, without limitation, MiniMed's consumer sensor, pre-filled insulin cartridges and disposable infusion system), the ability to adequately fund new products, clinical and regulatory activities, and the growth of our business, the ability of MiniMed to provide solutions for diabetes and its treatment, and the impact of our continuous glucose monitoring system on the treatment of diabetes, are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that, although MiniMed believes that its expectations are based on reasonable assumptions, forward-looking statements involve risks and uncertainties which may affect MiniMed's business and prospects, including changes in economic and market conditions, the results of clinical trials, acceptance of MiniMed's products by the health care and reimbursement communities, health care legislation and regulation, new developments in diabetes therapy, the ability to obtain administrative and regulatory approvals for products currently in development, competitive developments, changes in MiniMed's capital requirements, and other factors discussed in the Company's filings with the Securities and Exchange Commission. (tables to follow) 4 MINIMED INC. CONDENSED CONSOLIDATED INCOME STATEMENT (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Three Months Ended Six Months Ended ------------------ ---------------- June 30, 2000 July 2, 1999 June 30, 2000 July 2, 1999 ------------- ------------ ------------- ------------ (unaudited) (unaudited) (unaudited) (unaudited) Net sales $ 69,411 $ 49,083 $ 129,749 $ 89,994 Cost of sales 22,155 16,280 41,746 30,118 --------- --------- --------- --------- Gross profit 47,256 32,803 88,003 59,876 --------- --------- --------- --------- Operating expenses: Selling, general and administrative 29,201 20,167 55,104 37,535 Research and development 7,415 6,572 15,219 11,868 Research and development contract -- (1,500) -- (3,000) --------- --------- --------- --------- Total operating expenses 36,616 25,239 70,323 46,403 --------- --------- --------- --------- Operating income 10,640 7,564 17,680 13,473 Other income 2,037 573 4,759 737 --------- --------- --------- --------- Pretax income 12,677 8,137 22,439 14,210 Provision for income taxes 4,055 3,264 7,569 5,555 --------- --------- --------- --------- Net income $ 8,622 $ 4,873 $ 14,870 $ 8,655 ========= ========= ========= ========= Basic earnings per share $ 0.27 $ 0.17 $ 0.47 $ 0.31 ========= ========= ========= ========= Basic weighted average shares outstanding 31,775,000 28,455,000 31,600,000 28,301,000 ========== ========== ========== ========== Diluted earnings per share $ 0.26 $ 0.16 $ 0.45 $ 0.29 ========= ========= ========= ========= Diluted weighted average shares outstanding 33,553,000 30,302,000 33,370,000 30,163,000 ========== ========== ========== ==========
5 MINIMED INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
June 30, 2000 December 31, 1999 ------------- ----------------- (unaudited) ASSETS CURRENT ASSETS Cash, cash equivalents and short-term investments $ 179,443 $ 170,434 Accounts receivable, net of allowances 69,052 65,938 Inventories 30,175 19,338 Deferred income taxes 8,755 9,973 Income taxes receivable 4,000 5,761 Prepaid expenses and other current assets 7,538 7,602 ---------- --------- TOTAL CURRENT ASSETS 298,963 279,046 Note receivable from affiliate 3,600 3,600 Long-term investments 22,038 8,552 Property and equipment, net 55,575 44,631 Other assets 19,174 17,969 ---------- --------- TOTAL ASSETS $ 399,350 $ 353,798 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable--current portion $ 1,000 $ 1,000 Accounts payable 7,678 3,573 Accrued payroll and related expenses 8,568 10,713 Accrued warranties 3,586 3,859 Other accrued expenses 4,445 6,010 ---------- --------- TOTAL CURRENT LIABILITIES 25,277 25,155 Deferred income taxes 5,205 1,545 STOCKHOLDERS' EQUITY Common stock 361 317 Paid in capital 298,992 280,825 Accumulated other comprehensive income 11,620 2,931 Retained earnings 57,895 43,025 ---------- --------- TOTAL STOCKHOLDERS' EQUITY 368,868 327,098 ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 399,350 $ 353,798 ========== =========
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