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 (Date of earliest event reported): December 5, 2005
CONMED CORPORATION
(Exact
name of registrant as specified in its charter)
| New York (State or other jurisdiction of incorporation or organization) |
0-16093 (Commission File Number) |
16-0977505 (I.R.S. Employer Identification No.) |
525 French Road
Utica, New York 13502
(Address of principal
executive offices, including zip code)
(315) 797-8375
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ 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 8.01 Other Events.
On December 5, 2005, CONMED Corporation issued a press release announcing that its Board of Directors has authorized the Company to repurchase up to $100 million of its common stock. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K that is furnished under “Item 8.01. Other Events” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Section 9 Item 9.01 |
Financial Statements and Exhibits Financial Statements and Exhibits. |
| (c) | Exhibits |
| The following exhibit is included herewith: |
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated December 5, 2005, issued by CONMED Corporation. |
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 thereunto duly authorized.
| CONMED CORPORATION (Registrant) By: /s/ Robert D. Shallish, Jr. Vice President-Finance and Chief Financial Officer |
Date: December 5, 2005
EXHIBIT INDEX
| Exhibit Number 99.1 |
Exhibit Description Press Release, dated December 5, 2005, issued by CONMED Corporation. |
Exhibit 99.1
 |
NEWS RELEASE |
| CONTACT: CONMED Corporation Robert Shallish Chief Financial Officer 315-624-3206 Financial Dynamics Investors: Julie Huang 212-850-5600 |
FOR RELEASE: 7:00 AM (Eastern) December 5, 2005
CONMED CORPORATION ANNOUNCES INCREASED SHARE REPURCHASE
Utica, New York, December 5, 2005 - ----- CONMED Corporation (Nasdaq: CNMD) announced today that its Board of Directors has increased its authorization to repurchase the Company’s common stock to a total of $100 million from the previously authorized $50 million. Under the new authorization, up to $50 million may be purchased in a calendar year, which is an increase from up to $25 million in a calendar year under the previous authorization. Through December 2, 2005, the Company has repurchased approximately $25 million of its common stock as approved by the Board of Directors in its previous authorization of February 2005. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. CONMED may suspend or discontinue the program at any time.
CONMED expects to repurchase shares depending upon market conditions, the market price of CONMED common stock and management’s assessment of CONMED’s liquidity and cash flow. The Company will also repurchase shares to offset the dilutive effect of the issuance of shares under its employee benefit plans, including as a result of the exercise of outstanding stock options. The Company will finance the repurchases from cash-on-hand and amounts available under the Company’s bank credit facility.
Eugene R. Corasanti, Chief Executive Officer and Chairman of the Board said, “The Board’s decision to revise the share repurchase program reflects the Board’s belief in the Company’s long-term performance and considers the current market price of the Company’s common stock. It permits the Company to enhance shareholder value by repurchasing some of our stock based on market conditions.”
CONMED Profile
CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and monitoring. The Company’s products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies. They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, and gastroenterology. Headquartered in Utica, New York, the Company’s 3,100 employees distribute its products worldwide from eleven manufacturing locations.
| CONMED NEWS RELEASE CONTINUED | 2 OF 2 | December 5, 2005 |
Forward Looking
Information
This press release contains
forward-looking statements based on certain assumptions and contingencies that involve
risks and uncertainties. The forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to
the Company’s performance on a going-forward basis. The forward-looking statements in
this press release involve risks and uncertainties which could cause actual results,
performance or trends to differ materially from those expressed in the forward-looking
statements herein or in previous disclosures. The Company believes that all
forward-looking statements made by it have a reasonable basis, but there can be no
assurance that management’s expectations, beliefs or projections as expressed in the
forward-looking statements will actually occur or prove to be correct. In addition to
general industry and economic conditions, factors that could cause actual results to
differ materially from those discussed in the forward-looking statements in this press
release include, but are not limited to: (i) the failure of any one or more of the
assumptions stated above, to prove to be correct; (ii) the risks relating to
forward-looking statements discussed in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2004; (iii) cyclical purchasing patterns from
customers, end-users and dealers; (iv) timely release of new products, and acceptance of
such new products by the market; (v) the introduction of new products by competitors and
other competitive responses; (vi) the possibility that any acquisition (and its
integration) or other transaction may require the Company to reconsider its financial
assumptions and goals/targets; (vii) increasing costs for raw material, transportation, or
litigation; and/or (viii) the Company’s ability to devise and execute strategies to
respond to market conditions.
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