-----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, MCi2b1iiKgxP0CvoaSAkjAJYAex6Utg+qmcs1kuCMG1N08pZM9e5AmFPQqp26Fou sFSVGcMmbyA3JDsTJx4jHQ== 0001024739-98-000496.txt : 19980511 0001024739-98-000496.hdr.sgml : 19980511 ACCESSION NUMBER: 0001024739-98-000496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980508 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000095676 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 520898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-05958 FILM NUMBER: 98614321 BUSINESS ADDRESS: STREET 1: 10240 OLD COLUMBIA RD STREET 2: STE 100 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103096830 MAIL ADDRESS: STREET 1: 10240 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: DE ZIP: 21046- FORMER COMPANY: FORMER CONFORMED NAME: SURVIVAL TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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 May 8, 1998 ------------------------------------------------ Date of Report (Date of earliest event reported) MERIDIAN MEDICAL TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-5958 52-0898764 - ---------------------------- ----------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 10240 Old Columbia Road Columbia, Maryland 21046 (410) 309-6830 ------------------------------------------------------------ (Address of principal executive offices, including zip code, and telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. Filed herewith as Exhibits 99.1 and 99.2 are copies of press releases issued by Meridian Medical Technologies, Inc. (the "Company") on May 8, 1998. Such press releases are incorporated herein by reference. The Senior Subordinated debt referred to in Exhibit 99.2 is in the aggregate principal amount of $15 million, bears interest at an annual rate of 12% payable quarterly and matures on April 30, 2005 (the "Note"). In conjunction with the issuance of the Note, the Company issued to the investor warrants to purchase 204,770 shares of the Company's common stock, par value $.10 per share ("Common Stock"), when exercised and registration rights with respect to such Common Stock. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The exhibits listed in the Exhibit Index are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Meridian Medical Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MERIDIAN MEDICAL TECHNOLOGIES, INC. By: /s/ G. Troy Braswell ----------------------- G. Troy Braswell Chief Financial Officer Date: May 8, 1998 EXHIBIT INDEX 99.1 Press Release of Meridian Medical Technologies, Inc. dated May 8, 1998. 99.2 Press Release of Meridian Medical Technologies, Inc. dated May 8, 1998. EX-99.1 2 PRESS RELEASE Exhibit 99.1 Contact: Lori McGahren-Clemens, Ogilvy Public Relations 1-212-880-5346 Thomas Handel Meridian Medical 1-410-309-6830 IMMEDIATE RELEASE MERIDIAN ANNOUNCES NATIONWIDE VOLUNTARY CLASS I RECALL OF EPIPEN(R) AND EPIPEN(R) JR. AUTO-INJECTORS COLUMBIA, MD, May 08, 1998 -- Meridian Medical Technologies, Inc. (NASDAQ:MTEC) today announced that it is conducting a voluntary Class I recall of 47 lots of EpiPen(R) and EpiPen(R) Jr. auto-injectors distributed in the U.S., Germany, Israel, Denmark, Canada, Turkey, Australia, Greece and South Africa. Meridian is recalling these products because some of these may not provide effective doses of medication to treat acute allergic emergencies (anaphylaxis). Patients who have product with the involved lot numbers should return them to their place of purchase for a free replacement. If a replacement is not available, patients should contact their healthcare provider. For further information, patients may call 1-800-240-5788. The affected product was distributed in the U.S. by Dey Laboratories between July 1997 and April 1998 and is identified on the packaging as being manufactured for Center Laboratories or Dey Laboratories by Survival Technology, Inc. or Meridian Medical Technologies. The EpiPen and EpiPen Jr. lot numbers are imprinted on both the end of the outside of the carton and on the auto-injector label (in the clear area). -more- Page Two Lot numbers involved are: 7SX208, 7SX209, 7SX216, 7SX217, 7SX194 7RX204, 7RX223 7SR247, 7SR265, 7SR286, 7SR292, 7SR293, 7SR317, 7SR318, 7SR321, 7SR342, 7SR355, 7SR356, 7SR358, 7SR370, 7SR371, 7SR378 7JR242, 7JR243, 7JR289, 7JR290, 7JR323, 7JR361, 7JR362, 7JR374, 7JR375, 8SR004, 8SS077, 8SS078, 7C6214, 7C6279, 7C8277, 7C8381, 7F7221, 7F7262, 7F7380, 7C5238, 7C5376, 7F8391, 7F8220, 7F8263, 7CA382 All other lot numbers are safe to use. "We have identified and addressed the cause of the problem. We are confident it is isolated to these lots. The problem arose in the process of advancing our automated production capabilities. Thus, we have returned to our original and unaffected production method", stated James H. Miller, chairman, president and chief executive officer of Meridian. "While no patient has been affected, our ultimate responsibility is to protect those patients who depend on the life-saving capability of the EpiPen auto-injector. That is our number one priority, as it has been in the over 17 years that we have been manufacturing EpiPen and EpiPen Jr. products." Meridian has manufactured approximately 150 million auto-injectors in the history of the company and has produced EpiPen and EpiPen Jr. for more than 17 years. Meridian Medical Technologies is a worldwide leader in the development of auto-injector drug delivery systems. The company also develops and manufactures emerging products for the cardiopulmonary care market. Meridian Medical Technologies provides technology solutions for medicine in early intervention home healthcare and emergency medical technologies. Additional Company information is available on the World Wide Web at www.meridianmeds.com. ## EX-99.2 3 PRESS RELEASE Exhibit 99.2 Contact: James H. Miller Chairman, President and CEO G. Troy Braswell V.P. Finance and CFO Meridian Medical 1-410-309-6830 IMMEDIATE RELEASE MERIDIAN ANNOUNCES PRELIMINARY THIRD QUARTER RESULTS - DILUTED EARNINGS FROM CONTINUING OPERATIONS AT $0.22/SHARE BEFORE SPECIAL CHARGES COLUMBIA, MD, May 8, 1998 - Meridian Medical Technologies, Inc. (NASDAQ:MTEC) today announced preliminary earnings for its third quarter ended April 30, 1998. Earnings from continuing operations, exclusive of the non-recurring charge described below, increased 22 percent to an anticipated $721,000 or $0.22 per diluted share on revenues of $13.1 million, compared to prior year third quarter earnings of $589,000 or $0.20 per diluted share on revenues of $10.7 million. The company will also record two additional items in fiscal third quarter. Results will include a provision of an estimated ($2.2) million, ($1.4) million after tax or ($0.42) per diluted share for the EpiPen(R) recall being announced today. The third quarter results will also include a planned extraordinary charge of ($494,000) or ($0.15) per diluted share net of tax as a result of its successful refinancing of debt. The reported net loss for the fiscal third quarter is anticipated to be ($1.1) million or ($0.35) per diluted share. Even after the EpiPen(R) provision, the company anticipates nine-month earnings before extraordinary charges of $0.18 per diluted share and $0.03 per diluted share total net earnings. "While the EpiPen recall will have a one-time negative effect on net earnings, we are pleased with the company's continuing strong operating results that have enabled us to refinance our long-term debt," said James H. Miller, chairman, president and chief executive officer of Meridian. -more- Page Two "Based on consistently improving performance from the ongoing implementation of key strategies, we remain confident of the company's ability to achieve long-term growth in shareholders value." The anticipated 22 percent improvement in third quarter net income from continuing operations, excluding the EpiPen(R) reserve provision, results from a 16 percent increase in revenues. Coupled with higher revenues, the company continued to control costs resulting in an anticipated $730,000 increase in operating income from the prior year third quarter. The company also reported that it was successful in its major objective to refinance its debt. In the third quarter, the company repaid merger-related debt by issuing $15 million of senior subordinated debt to an institutional purchaser. Remaining net proceeds of approximately $3.5 million are available for corporate purposes. The company can now direct cash to operating and investment options, which before were required for term principal amortizations. Meridian Medical Technologies is a worldwide leader in the development of auto-injector drug delivery systems and has strong core technologies in non-invasive cardiopulmonary diagnostics. Meridian provides technology solutions for medicine in early intervention home healthcare and emergency medical technologies. Additional company information is available on the World Wide Web at www.meridianmeds.com. ================================================================================ Certain statements contained in this document that are not historical fact are "forward-looking" statements and involve important risks and uncertainties. Such risk and uncertainties, which are detailed in the company's filings with the Securities and Exchange Commission, could cause the company results to differ materially from the company's current expectations as expressed in this document. ## -----END PRIVACY-ENHANCED MESSAGE-----