-----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, NXlAeTo31/WgF9Qc2kBXqyv8JgARDcqcW9ba9v8+QNmLhaYIatmJ+iC0mos7f8DF bA1g60IbRrfo5vhOaDDRCA== 0001193125-06-006449.txt : 20060113 0001193125-06-006449.hdr.sgml : 20060113 20060113172010 ACCESSION NUMBER: 0001193125-06-006449 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060113 DATE AS OF CHANGE: 20060113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06926 FILM NUMBER: 06530739 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 8-K 1 d8k.htm FORM 8-K 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

 

Date of Report (Date of earliest event reported): January 13, 2006

 


 

C. R. BARD, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

New Jersey   001-6926   22-1454160
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File Number)  

(IRS Employer

Identification No.)

 

730 Central Avenue

Murray Hill, New Jersey

  07974
(Address of Principal Executive Office)   (Zip Code)

 

(908) 277-8000

(Registrant’s Telephone Number, Including Area Code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 2.02 Results of Operations and Financial Condition.

 

On January 13, 2006, C. R. Bard, Inc. issued a press release announcing a voluntary recall of its Composix® Kugel® Mesh X-Large Patch. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference in this Item 2.02. The information in this press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit
Number


   
99.1   Press Release (This exhibit is furnished not filed.)


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.

 

C. R. BARD, INC.
By:  

/s/ Todd C. Schermerhorn


Name:   Todd C. Schermerhorn
Title:   Senior Vice President and
    Chief Financial Officer

 

January 13, 2006

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Contacts:

 

Investor Relations:   Eric J. Shick
    Vice President, Investor Relations
    (908) 277-8413
Media Relations:   Holly P. Glass
    Vice President, Government and Public Affairs
    (703) 754-2848

 

Bard Announces Recall of Composix® Kugel® Mesh X-Large Patch

 

MURRAY HILL, NJ — (January 13, 2006) — C. R. Bard, Inc. (NYSE-BCR) today announced that it is voluntarily recalling its Bard® Composix® Kugel® Mesh X-Large Patch intended for ventral hernia repair. This recall does not affect any of the company’s other hernia repair products.

 

The company is initiating this recall due to reports that the device’s plastic coil ring, designed to aid in its deployment, may not withstand the increased stress associated with certain surgical placement techniques. The company has received 24 reports of broken rings out of approximately 32,000 units sold since 2002, a rate of approximately 0.08%.

 

The products affected by this recall were distributed to customers worldwide. Bard has notified affected customers and the appropriate regulatory agencies, including the U.S. Food and Drug Administration.

 

The three product codes involved generated sales of approximately $11 million in 2005, before the effect of the recall.

 

The company expects to record a sales reduction and related charges associated with the recall in the 2005 fourth quarter and these adjustments will cause the company’s results to be below previously stated guidance for the quarter. The company remains comfortable with its previously stated guidance for 2006 of constant currency net sales growth of between 9 percent and 10 percent and diluted earnings per share equivalent to a minimum of $3.42, excluding the effect of FAS123R.

 

C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, N.J., is a leading multinational developer, manufacturer, and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.

 

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “forecast”, “plan”, “believe”, and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to our September 30, 2005 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

 

Net sales, excluding foreign exchange, ongoing net sales and net income and diluted earnings per share (EPS) excluding certain items are non-GAAP financial measures. The company analyzes net sales on a constant currency and ongoing basis to better measure the comparability of results between periods. Because changes in foreign currency exchange rates have a non-operating impact on net sales, the company believes that evaluating growth in net sales on a constant currency basis provides an additional and meaningful assessment of net sales. The company believes that comparing ongoing net sales between periods provides an additional and meaningful analysis of comparable operations. Net income


and EPS excluding certain items are used by the company to measure the comparability of results between periods. Certain items such as investment gains and litigation outcomes may not reflect underlying operating results, and other items such as the FAS123R stock option expense may affect the comparability of results between periods. As a result, the company believes the exclusion of these and similar items provides an additional and meaningful assessment of net income and EPS. The limitation of these non-GAAP measures is that, by excluding certain items, they do not reflect results on a standardized reporting basis. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be viewed as a replacement for GAAP results. For a reconciliation of these non-GAAP measures to the most comparable GAAP measures, please see the investor relations section of the company’s web site, www.crbard.com.

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