SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
[X] Annual Report Pursuant To Section 15(d) Of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 2002
OR
[ ] Transition Report Pursuant To Section 15(d) Of
The Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission File # 0-16093
(A) Full title of the plan and the address
of the plan, if different from that of
the issuer named below:
CONMED CORPORATION
Retirement Savings Plan
(B) Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office:
CONMED CORPORATION
525 French Road
Utica, New York 13502
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator has duly caused this Annual Report to be signed by
the undersigned hereunto duly authorized.
CONMED CORPORATION
Retirement Savings Plan
By: /s/ Robert D. Shallish, Jr.
------------------------
Robert D. Shallish, Jr.
Vice President - Finance
CONMED Corporation
Date: June 25, 2003
CONMED Corporation
Retirement Savings Plan
Index
Page
Report of Independent Auditors ......................................... 1
Financial Statements:
Statements of Net Assets Available for
Benefits at December 31, 2002 and 2001 ............................ 2
Statements of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2002 and 2001 ............ 3
Notes to Financial Statements ....................................... 4-8
Supplemental Schedule: *
Schedule of Assets Held for Investment Purposes
(Schedule H, Part IV, Item (i))at December 31, 2002 ............... 9-23
Consent of Independent Auditors........................................ 24
Certification........................................................... 25
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
Report of Independent Auditors
To the Participants and Administrator of
CONMED Corporation Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the CONMED Corporation Retirement Savings Plan (the "Plan") at December 31,
2002 and 2001, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Syracuse, New York
June 25, 2003
1
CONMED Corporation
Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
Assets 2002 2001
Investments, at fair value
Non-interest bearing cash $ 5,491 $ --
Mutual Funds 30,531,232 35,847,929
Common Collective Trust 11,074,553 10,543,240
Common Stock 4,526,213 6,478,797
Money Market Funds 6,995,982 4,462,964
Participant Loans 1,693,992 1,774,881
----------- -----------
54,827,463 59,107,811
Receivables:
Due from broker for securities sold -- 59,775
----------- -----------
Total assets 54,827,463 59,167,586
----------- -----------
Liabilities
Due to broker for securities purchased 17,406 --
----------- -----------
Total liabilities 17,406 --
----------- -----------
Net Assets Available for Benefits $54,810,057 $59,167,586
=========== ===========
The accompanying notes are an integral part of the financial statements.
2
CONMED Corporation
Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Years Ended December 31, 2002 and 2001
- --------------------------------------------------------------------------------
2002 2001
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 1,229,441 $ 1,749,025
Net depreciation in fair
value of investments (8,336,581) (8,775,315)
Contributions:
Participants 6,290,801 5,668,100
Employer 1,892,836 1,730,330
------------ ------------
Total additions 1,076,497 372,140
------------ ------------
Deductions from net assets attributed to:
Distributions to participants 5,434,026 3,404,127
------------ ------------
Total deductions 5,434,026 3,404,127
------------ ------------
Net decrease (4,357,529) (3,031,987)
Net assets at beginning of year 59,167,586 62,199,573
------------ ------------
Net Assets at End of Year $ 54,810,057 $ 59,167,586
============ ============
The accompanying notes are an integral part of the financial statements.
3
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
1. Establishment and Description of Plan
Effective January 1992, CONMED Corporation (the "Company") established the
CONMED Corporation Retirement Savings Plan (the "Plan"). The Plan is a
defined contribution plan covering all full-time employees of the Company
and its subsidiaries who meet the service requirements set forth in the
Plan document. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The following brief
description of the Plan is provided for general information purposes only.
Participants should refer to the Plan agreement for more complete
information.
Administration of the Plan
The Company serves as Plan Administrator with full power, authority and
responsibility to control and manage the operation and administration of
the Plan.
Contributions
A participant could contribute 1 to 50 percent of his or her annual
compensation, as defined, up to a maximum of $11,000 and $10,500 per year
on a pretax basis for 2002 and 2001. The Company matches 50 percent of each
participant's contribution of up to a maximum of 6 percent of participant
compensation. Forfeitures of terminated participants' non-vested accounts
reduce employer contributions. Forfeitures reduced employer contributions
by $78,885 and $76,004 in 2002 and 2001, respectively.
Participant Accounts
Each participant's account is credited with the participant's contribution
and allocation of (a) the Company's contribution and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
Vesting
Each participant is immediately vested in his or her voluntary
contributions plus earnings thereon. A participant becomes vested in the
remainder of his or her account upon the completion of five years of
service.
Investment Options
A participant may direct contributions (in one percent increments) to any
of the following investment options, as described by the plan
administrator:
CONMED Stock Fund - Funds are primarily invested in the common stock of the
-----------------
Company.
FAM Value Fund - Funds are primarily invested in the Fenimore Asset
----------------
Management Fund.
4
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
1. Establishment and Description of Plan (Continued)
Investment Options (Continued)
Equity Income Fund - Invests in the Fidelity Equity Income Fund. This
-------------------
mutual fund invests at least 65% of its total assets in income-producing
equity.
Investment Grade Bond Fund - Invests in the Fidelity Investment Grade Bond
--------------------------
Fund. This mutual fund seeks a high level of current income by investing in
U. S. dollar denominated investment-grade bonds.
Low-Priced Stock Fund - Invests in the Fidelity Low-Priced Stock Fund. This
---------------------
mutual fund seeks capital appreciation by investing mainly in low-priced
common stocks ($35 or less at the time of purchase).
Retirement Money Market Fund - Invests in the Fidelity Money Market Trust:
-----------------------------
Retirement Money Market Portfolio. This mutual fund seeks to earn a high
level of current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities.
Managed Income Portfolio Fund - This common collective trust fund invests
------------------------------
in the Fidelity Managed Income Portfolio. The portfolio seeks preservation
of capital and a competitive level of income over time by investing in
fixed income securities and distributes income to maintain a net asset
value of $1.00 per unit.
U.S. Equity Index Fund - Invests in the Spartan U.S. Equity Index Fund.
------------------------
This mutual fund seeks a total return which corresponds to that of the
Standard & Poor's 500 Index by attempting to duplicate the composition and
total return of the S&P 500.
Puritan Fund - Invests in the Fidelity Puritan Fund. The Fund seeks income
------------
and capital growth consistent with reasonable risk by investing
approximately 60% of assets in stocks and other equity securities and the
remainder in bonds and other debt securities.
Aggressive Growth Fund - Invests in the Fidelity Aggressive Growth Fund.
-----------------------
The Fund seeks capital appreciation by investing primarily in common stocks
of domestic and foreign issuers that offer the potential for accelerated
earnings or revenue growth.
Needham Growth Fund - Invest in growth stocks where the price to earnings
--------------------
ratio is equal to or less than half the long-term growth rate of earnings
per share.
Freedom Funds (2000, 2010, 2020, 2030, 2040) - Invests in the Fidelity
-------------------------------------------------
Freedom Funds. Seeks to provide high total returns for those planning to
retire.
Freedom Income Fund - Invests in the Fidelity Freedom Income Fund. Seeks to
-------------------
provide high current income and as a secondary objective, some capital
appreciation for those already in retirement.
Diversified International Fund - Invests in the Fidelity Diversified
--------------------------------
International Fund. This Fund seeks capital growth by normally investing at
least 65% of total assets in foreign securities.
Brokerage Link Accounts - Invests in individual common stocks, bonds or
------------------------
mutual funds as directed by individual participants. Related brokerage fees
are charged directly to the individual participant's account.
5
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
Loans
A participant may obtain a loan between $500 and $50,000, limited to fifty
percent of his or her vested account balance. Each loan bears interest at
prime plus 1% and is secured by a lien on the borrowing participant's plan
account. Repayment is required over a period not to exceed five years or up
to 15 years where the loan is for the purchase of a primary residence. Loan
repayments are allocated among the investment options consistent with the
participant's contribution investment election.
Payment of Benefits
Participants or their beneficiaries are eligible to receive benefits under
the Plan upon normal retirement, death, total and permanent disability or
termination for any reason other than those previously mentioned. Benefits
are payable in accordance with the Plan agreement.
Plan Termination
While the Company anticipates and believes that the Plan will continue, it
reserves the right to discontinue the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100
percent vested in their accounts.
2. Significant Accounting Policies
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United
States.
Investment Valuation and Income Recognition
Investments in common stock and mutual funds are valued based upon quoted
market prices in active markets. Investments in common collective trust
funds are valued at the net asset value of securities held by the trust as
determined by the investment manager. Cash, money market funds and
participant loans are carried at cost which approximates market.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation or depreciation in the fair value of its
investment which consists of the realized gains and losses and the
unrealized appreciation or depreciation on those investments. Interest
income is recorded on the accrual basis and dividends are recorded as of
the ex-dividend date.
Contributions
Participant contributions and matching employer contributions are recorded
in the period during which the Company makes payroll deductions from the
participants' earnings.
Administrative Expenses
All administrative expenses, including accounting, legal and trustee fees
are paid by the Company.
6
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
2. Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of additions to and deductions from net assets
during the reporting period. Actual results could differ from those
estimates.
Risks and Uncertainties
The Plan provides for various investment options. Investments are exposed
to various risks, such as interest rate, market and credit. Due to the
level of risk associated with certain investments and the level of
uncertainty related to changes in the value of investments, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the
statement of net assets available for benefits and the statement of changes
in net assets available for benefits.
3. Income Tax Status
The trust established under the Plan to hold the Plan's assets is qualified
pursuant to the appropriate section of the Internal Revenue Code ("IRC"),
and, accordingly, the trust's net investment income is exempt from income
taxes. The Plan has obtained a favorable tax determination letter, dated
June 20, 1995, from the Internal Revenue Service and the Plan administrator
and the Plan's tax counsel believe that the Plan, as amended, is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
7
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
4. Investments
Fidelity Investments Institutional Operations Company, Inc. ("Fidelity") is
the trustee of the Plan. As trustee, Fidelity holds the Plan's investment
assets and executes investment transactions.
Investments representing 5% or more of the net assets available for plan
benefits at December 31, 2002 consist of the following:
Current
Units Value
CONMED Corp. Common Stock 145,702 $ 2,854,302
Fidelity Equity Income Fund 122,777 4,870,549
Fidelity Aggressive Growth Fund 476,360 5,330,468
Fidelity Retirement Money Market Fund 4,656,346 4,656,346
Fidelity Managed Income Portfolio Fund 11,074,553 11,074,553
Spartan U.S. Equity Index Fund 176,135 5,486,628
Fidelity Investment Grade Bond Fund 596,928 4,518,747
Fidelity Puritan Fund 196,599 3,104,297
Fidelity Low Priced Stock Fund 132,324 3,330,595
Net depreciation in the fair value of investments for the years ended
December 31, 2002 and 2001 was as follows:
2002 2001
Mutual funds $(8,312,146) $(8,719,805)
Common stocks (24,435) (55,510)
----------- -----------
$(8,336,581) $(8,775,315)
----------- -----------
5. Transactions with Parties-in-Interest
As of December 31, 2002 and 2001, the Plan held certain securities issued
by the Company as follows:
December 31, 2002 December 31, 2001
----------------- -----------------
Number Fair Number Fair
of Shares Value of Shares Value
CONMED Corp.
Common Stock 145,702 $2,854,302 132,095 $2,636,616
8
CONMED Corporation
Retirement Savings Plan
Notes to Financial Statements
December 31, 2002 and 2001
- --------------------------------------------------------------------------------
CONMED Corporation Schedule I
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 2002
- --------------------------------------------------------------------------------
Fair
Identity of Issue/Description of Investment Units Value
FAM Value Fund 34,617 $ 1,166,236
Fidelity Puritan Fund 196,599 3,104,297
Fidelity Equity Income Fund 122,777 4,870,549
Fidelity Investment Grade Bond Fund 596,928 4,518,747
Fidelity Low-Priced Stock Fund 132,324 3,330,595
Fidelity Aggressive Growth Fund 476,360 5,330,468
Fidelity Diversified International Fund 75,355 1,293,085
Spartan U.S. Equity Index Fund 176,136 5,486,628
Fidelity Managed Income Portfolio 11,074,553 11,074,553
CONMED Corporation ** 145,702 2,854,302
Held in Brokerage Link Account * * 4,968,904
Fidelity Retirement Money Market Fund 4,656,346 4,656,346
Fidelity Freedom Funds 19,079 200,592
Needham Growth 2,375 47,301
Cash 5,491 5,491
Interest Bearing Cash Accounts 225,376 225,377
Participant loans, interest rates from 5.25% to
10.50% and maturities from 2003 to 2012 1,693,992
---------
$54,827,463
===========
* See pages 10-23 for detail of assets held in the brokerage link account.
** Denotes party-in-interest
9
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
APEX SILVER MINES LTD 200 2,960
XCELERA COM INC 100 63
NABORS INDUSTRIES LTD 100 3,527
TRANSOCEAN SEDCO FOREX 19 440
ALCON INC 100 3,945
PACIFIC CENTURN CYBERWORKS 500 79
ADC TELECOMMUNICATIONS INC 250 522
AOL TIME WARNER 783 10,257
AT & T CORP 10 261
A T & T WIRELESS 17 96
ACCLAIM ENTMT INC 201 133
ACTRADE FINL 80 8
AGERE SYS INC CL A 6 9
AGERE SYS INC CL B 169 237
AGILENT TECHNOLOGIES INC 276 4,957
AGNICO EAGLE MINES LTD 150 2,229
ALPINE REALTY INCOME & GROWTH Y 2,534 34,967
AMCOR LTD ADR NEW 1,000 19,249
10
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
AMERICAN BONANZA GOLD MGN CO CL A 21,000 2,919
AMERICAN INTL GROUP INC 250 14,463
AMERICAN REAL ESTATE PARTNERS LP 500 4,595
AMGEN INC 100 4,834
AMYLIN PHARMACEUTICALS INC 100 1,614
ANADARKO PETE CORP 200 9,580
ANHEUSER BUSCH COS INC 300 14,520
ANTS SOFTWARE 169 127
ANWORTH MTG ASSET CORP 1,000 12,570
APPLIED DIGITAL SOLUTIONS INC 699 287
APPLIED MICRO CIRCUITS 175 646
APPLIED MATERIALS INC 20 261
ARTISAN INTL FUND 1,125 16,637
ASK JEEVES INC 50 128
AT HOME CORP 41 --
ATMEL CORP 1,000 2,230
AUTOMATIC DATA PROCESSING 200 7,850
AVAYA INC 52 127
11
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
BANK ONE CORP 5 183
BARON ASSET GROWTH & INCOME FUND 37 1,000
BAXTER INTL INC 50 1,400
BEYOND COM CORP 86 --
BIOMIRA INC 100 93
BRISTOL MYERS SQUIBB CO 15,923 368,617
BROADVISION INC 341 1,163
CMG INFORMATION SVCS INC 1,650 1,619
CACHE INC 500 6,900
CALAMOS INVT TR 15,464 219,275
CALPINE CORP 7,000 22,820
CALYPTE BIOMEDICAL CORP 500 27
CAPITAL ONE BK MTN BE 50,000 48,900
CARDINAL HEALTH INC 300 17,757
Catalina Marketing Corp 150 2,775
CHARLES & COLVARD LTD 200 1,076
CHEVRONTEXACO CORP 77 5,119
CINERGY CORP 15 506
12
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
Cisco Sys Inc 3,853 50,474
CitIGroup Inc 266 9,361
CLIPPER FD INC 171 12,937
COMCAST CORP 17 401
Commerce One Inc 218 600
COREL CORP 500 400
CORINTHIAN COLLEGES 300 11,358
Corning Inc 300 993
COSINE COMMUNICATIONS 100 604
COSTCO WHSL CORP 50 1,403
Cryo-cell intl inc 725 1,182
CUSAC INDS LTD 20,800 6,240
DELL COMPUTER CORP 560 14,974
DIAMOND OFFSHORE DRILLING INC 300 6,555
DIGITAL LIGHTWAVE INC 3,025 3,724
DODGE & COX STOCK 1,090 95,959
DOUBLECLICK 158 894
DOVER DOWNS GAMING ENTMT INC 70 636
13
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
DOVER MOTORSPORTS INC 100 465
DREYFUS EMERGING LEADERS FUND 1,368 37,971
DREYFUS INTL FDS 3,373 41,845
DURBAN ROODEPOORT DEEP LTD 700 2,835
E M C CORP MASS 375 2,303
EAGLE BROADBAND INC 2,652 743
EATON VANCE GROWTH 518 3,536
EDULINK INC 30,000 60
ELAN PLC ADR 400 984
ENRON CORP 2,300 145
ETOYS INC 200 --
EXODUS COMMUNICATIONS INC 400 --
FIDELITY JAPAN FUND 170 1,435
FIDELITY CASH RESERVES 2,114,331 2,114,331
FIDELITY FINL TR CONV SECS FD 2,565 41,909
FIDELITY FREEDOM 2020 FUND 486 5,168
FIDELITY GROWTH COMPANY FUND 99 3,498
FIDELITY AGGRESSIVE GROWTH FUND 349 3,910
14
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
FIDELITY BLUE CHIP GROWTH FUND 80 2,573
FIDELITY DIVIDEND GROWTH FUND 1,594 35,581
FIDELITY SELECT TECHNOLOGY 458 17,275
FIDELITY SELECT BIOTECHNOLOGY FUND 325 12,580
FIDELITY SELECT BRKG & INVEST FUND 480 17,527
GEMSTAR-TV GUIDE INTL INC 300 975
GENENTECH INC 400 13,264
GENERAL DYNAMICS CORP 200 15,874
GENERAL ELECTRIC CO 1,415 34,758
GENUITY INC 5 --
GENZYME CORP 60 105
GILLETTE CO 150 4,554
GLAMIS GOLD LTD 500 5,670
GUCCI GROUP N V 66 6,046
H T E INC 1,000 4,840
HANDSPRING INC 100 95
HANSON PLC 200 4,122
HARBOR FD CAP APPRECIATION FD 2,897 58,551
15
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
HARMONIC LIGHTWAVES INC 75 173
HARRIS ASSOC OAKMARK SELECT FUND 4,419 105,263
HARVARD SCIENTIFIC CORP 3,800 --
HECLA MNG CO 400 2,024
HEWLETT PACKARD CO 800 13,888
HOME DEPOT INC 540 12,970
HONEYWELL INTL INC 200 4,800
ITT EDUCATIONAL SVCS 1,000 23,550
INFOSPACE INC 10 84
INHALE THERAPEUTICC SYS 30 242
INKTOMI CORP 400 640
INTEGRA LIFESCIENCES CORP 81 1,430
INTEL CORP 3,301 51,404
INTERIORS INC CL A 5,000 --
INTERNATIONAL BUSINESS MACH 1,055 81,762
INTERNATIONAL SPEEDWAY CORP 100 3,729
INTERNET CAPITAL GROUP INC 330 119
INTERNET PICTURES CORP 300 315
16
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
INTERNET SEC SYS INC 100 1,833
INVESCO TELECOMM #39 N/C 360 2,933
ISHARES TR 105 5,182
ISHARES TR 35 1,699
JDS UNIPHASE CORP 520 1,284
JABIL CIRCUIT INC 1,637 29,335
JANUS OLYMPUS FUND 93 1,861
JOHNSON & JOHNSON 1,200 64,452
JUNIPER NETWORKS INC 175 1,190
KEITHLEY INSTRS INC 100 1,250
KINROSS GOLD CORP 1,700 4,165
KROLL INC 64 1,221
LEAR CORP 100 3,328
LEVEL3 COMMUNICATIONS INC 100 490
LILLY ELI & CO 40 2,540
LOCKHEED MARTIN CORP 200 11,550
LOOMIS SAYLES BOND FUND 3,293 36,195
LUCENT TECHNOLOGIES INC 1,150 1,449
17
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
MANAGERS FDS BOND FD 1,998 46,858
MARIMBA INC 100 163
MCDONALDS CORP 150 2,412
MEDTRONIC INC 350 15,960
MERCK & CO INC 200 11,322
MERIDIAN FD INC 1,427 32,797
MERRILL LYNCH & CO INC 25,000 27,579
MEXICO FD INC 200 2,364
MICHAELS STORES INC 300 9,390
MICROSOFT CORP 644 33,295
MIRACLE ENTMT INC 16,628 17
MIRAVANT MED TECHNOLOGIES 602 512
MOTOROLA INC DTD 10,000 10,237
MOTOROLA INC 768 6,643
NQL INC 1,000 1
NANOPHASE TECHNOLOGIES CORP 10 28
NASDAQ 100 TR UNIT SER 1 788 19,204
18
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
NEW PLAN EXCEL RLTY TR INC 300 5,727
NEWMONT MNG CORP COM 200 5,806
NOKIA CORP SPONSORED ADR 927 14,369
NOMURA HLDGS INC ADR 200 2,174
NORTEL NETWORKS CORP 362 583
NORTHEAST INVS TR 18,194 128,269
WHITE OAK GROWTH STOCKFUND 14 318
ONYX PHARMACEUTICALS INC 60 349
OPENWAVE SYS INC 100 200
ORACLE SYS CORP 1,710 18,468
PLX TECHNOLOGY INC 100 391
PMC-SIERRA INC 1,300 7,228
PALM INC 60 942
PARADYNE CORP 2,300 2,944
PETROLEUM GEO SVCS A/S SPONSORED ADR 500 200
PFIZER INC 1,100 33,627
PHILIP MORRIS COS INC 235 9,525
PLANTRONICS INC 175 2,648
19
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
PRIMUS TELECOMM GROUP INC 5 10
PUMA TECHNOLOGY INC 1,000 710
QLOGIC CORP 790 27,263
QUALCOMM INC 826 30,058
R H DONNELLEY CORP 200 5,862
RAMBUS INC 390 2,617
RAYTHEON CO CL B 100 3,075
RAZORFISH INC CL A 42 71
REALNETWORKS INC 100 381
RED HAT INC 750 4,432
SBC COMMUNICATIONS 100 2,711
SPSS INC 33 462
SANDISK CORP 100 2,030
SAP AG ADR 100 1,950
SCHLUMBERGER LTD 100 4,209
SCHWAB CHARLES CORP 750 8,137
SELECTED AMERN SHS INC 1,289 32,829
SELECTED SPL SHS INC 2,323 20,005
20
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
SERENA SOFTWARE INC 100 1,579
SHAMAN PHARMACEUTICALS 44,070 --
SHE GOT NETWORK INC 700 --
SILICON VY RESH INC 2,000 10
SILVERADO GOLD MINE LTD 9,000 5,535
SIRIUS SATELLITE RADIO INC 100 64
SPRINT CORP 25 362
STRONG EQUITY FDS INC ENTERPRISE FD 529 8,419
SUN MICROSYSTEMS INC 1,821 5,663
SUPERCONDUCTOR TECHNOLOGIES 90 85
SUREBEAM CORP 69 279
SYCAMORE NETWORKS INC 100 289
TELAXIS COMMUNICATIONS CORP 150 27
TEXAS INSTRUMENTS INC 800 12,008
THERMOELASTIC TECH INC 7,000 --
3DFX INTERACTIVE INC 200 --
3COM CORP 1,105 5,116
3M CO 3 370
21
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
TITAN CORP 100 1,040
TRAVELERS PPTY CAS CORP 10 147
TRAVELERS PPTY CAS CORP CL B 22 322
TWEEDY BROWNE GLOBAL VALUE FUND 2,620 41,424
TYCO INTL LTD 940 16,055
UNITED PARCEL SVC INC CL B 145 9,147
UNIVISION COMMUNICATIONS INC CL A 300 7,350
VA LINUX SYS INC 150 137
VERIZON COMMUNICATIONS 250 9,688
VERTICAL COMPUTER SYS INC 1,000 8
VITESSE SEMICONDUCTOR CORP 120 262
WAL MART STORES INC 90 4,546
WASHINGTON MUTUAL INC 300 10,359
WAVE SYSTEMS CORP CL A 139 185
WEITZ SER FD INC 1,425 39,795
WELLS FARGO & CO 200 9,374
WIND RIV SYS INC 100 410
WORLDCOM INC GA 2,051 252
22
CONMED Corporation
Retirement Savings Plan
Schedule of Assets Held for Investment Purposes
Brokerage Link Account
December 31, 2002
Security Description Shares Fair Value
- -------------------- ------ ----------
WORLDCOM INC WORLDCOM GROUP MCI GROUP 384 60
WRIGHT MED GROUP INC 1,600 27,934
XO COMMUNICATIONS INC 5,000 50
XCEL ENERGY INC 150 1,650
XYBERNAUT CORP 200 104
YAHOO INC 113 1,848
YUM BRANDS INC 300 7,266
ZIMMER HLDGS INC 1,811 75,193
----------
TOTAL ACCOUNT MARKET VALUE $4,968,904
==========
23
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-23514, 33-40455, 33-49422, 33,49526, 33-58119,
33-87746, 333-48693, 333-74497, 333-90444 and 33-104476) of CONMED Corporation
of our report dated June 25, 2003 relating to the financial statements of CONMED
Corporation Retirement Savings Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Syracuse, NY
June 30, 2003
24
EXHIBIT 99
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the CONMED Corporation Retirement
Savings Plan (the "Plan") on Form 11-K for he year ended December 31, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Robert D. Shallish, Jr., Vice President-Finance, who performs the
functions equivalent to a chief executive officer and chief financial officer of
the Plan, hereby certifies, that, on the date hereof:
(1) such Report fully complies with the requirements of Section 15(d) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Plan.
June 25, 2003 /s/ Robert D. Shallish, Jr.
---------------------------
Robert D. Shallish, Jr.
Vice President - Finance
CONMED Corporation
A signed original of this written statement required by Section 906 has been
provided to the Savings Plan and will be retained by the Savings Plan and
furnished to the Securities and Exchange Commission or its staff upon request.
25