UNITED
STATES
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, 2006
OR
[
] Transition Report Pursuant To Section 15(d)
Of
The
Securities Exchange Act of 1934
For
the transition period from ________ to _________
Commission
File Number 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
CONMED
Corporation
Retirement
Savings Plan
Index
to Financial Statements
December
31, 2006 and 2005
|
Page
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
4-8
|
|
|
9
|
|
|
10
|
|
*
|
All
other schedules required by 29 CFR 2520.103-10 of the Department
of
Labor’s Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not
applicable.
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To
the
Participants and Administrator of
CONMED
Corporation Retirement Savings Plan
We
have
audited the Statements of Net Assets Available for Benefits of CONMED
Corporation Retirement Savings Plan as of December 31, 2006 and 2005, and the
related Statement of Changes in Net Assets Available for Benefits for the year
ended December 31, 2006. 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 in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards
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. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the CONMED
Corporation Retirement Savings Plan as of December 31, 2006 and 2005, and the
changes in net assets available for benefits for the year ended December 31,
2006, in conformity with accounting principles generally accepted in the United
States of America.
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 at end of year) as of December 31, 2006, 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 United States
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.
As
further described in Note 2, the Plan adopted Financial Accounting Standards
Board Staff Position AAG INV-1 and SOP 94-4-1 for the years ended December
31,
2006 and 2005.
|
/s/
|
Insero
& Company CPAs, P.C.
Certified
Public Accountants
|
Rochester,
New York
June
28,
2007
CONMED
Corporation
Retirement
Savings Plan
Statements
of Net Assets Available for Benefits
December
31, 2006 and 2005
|
Assets
|
2006
|
2005
|
||||||
|
Investments,
at Fair Value
|
||||||||
|
Mutual
Funds
|
$ |
64,673,778
|
$ |
53,116,832
|
||||
|
Common
Collective Trust
|
9,273,031
|
9,766,642
|
||||||
|
Common
Stock
|
4,568,833
|
4,973,577
|
||||||
|
Corporate
Bonds
|
158,715
|
108,168
|
||||||
|
Money
Market Funds
|
6,050,254
|
4,969,201
|
||||||
|
Participant
Loans
|
2,514,433
|
2,212,996
|
||||||
|
Non-interest
Bearing Cash
|
7,656
|
8,859
|
||||||
|
Total
Investments
|
87,246,700
|
75,156,275
|
||||||
|
Receivables
|
||||||||
|
Employee
Contributions
|
120,546
|
38,521
|
||||||
|
Employer
Contributions
|
42,563
|
13,328
|
||||||
|
Other
Receivable
|
21,456
|
-
|
||||||
|
Accrued
Income
|
1,057
|
868
|
||||||
|
Total
Receivables
|
185,622
|
52,717
|
||||||
|
Total
Assets
|
87,432,322
|
75,208,992
|
||||||
|
Liabilities
|
||||||||
|
Excess
Contributions Payable
|
212,669
|
-
|
||||||
|
Total
Liabilities
|
212,669
|
-
|
||||||
|
Net
Assets Available for Benefits at Fair Value
|
87,219,653
|
75,208,992
|
||||||
|
Adjustment
from Fair Value to Contract Value for
|
||||||||
|
Interest
in Common Collective Trust Relating to
|
||||||||
|
Fully
Benefit-Responsive Investment Contracts
|
93,200
|
110,877
|
||||||
|
Net
Assets Available for Benefits
|
$ |
87,312,853
|
$ |
75,319,869
|
||||
The
accompanying notes are an integral part of the financial
statements.
CONMED
Corporation
Retirement
Savings Plan
Statement
of Changes in Net Assets Available for
Benefits
Year
Ended December 31, 2006
|
Additions
to net assets attributed to:
|
||||
|
Investment
income:
|
||||
|
Interest
and dividends
|
$ |
4,201,710
|
||
|
Net
appreciation in fair
|
||||
|
value
of investments
|
4,428,840
|
|||
|
Contributions:
|
||||
|
Participants
|
7,496,254
|
|||
|
Employer
|
2,019,135
|
|||
|
Total
Additions
|
18,145,939
|
|||
|
Deductions
from net assets attributed to:
|
||||
|
Administrative
expenses
|
58,122
|
|||
|
Distributions
to participants
|
6,094,833
|
|||
|
Total
Deductions
|
6,152,955
|
|||
|
Net
Increase
|
11,992,984
|
|||
|
Net
Assets Available for Benefits at Beginning of Year
|
75,319,869
|
|||
|
Net
Assets Available for Benefits at End of Year
|
$ |
87,312,853
|
||
The
accompanying notes are an integral part of the financial
statements.
CONMED
Corporation
Retirement
Savings Plan
Notes
to Financial Statements
December
31, 2006 and 2005
|
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 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 can contribute 1 to 50
percent of his or her annual compensation, as defined, up to the maximum annual
limitations as provided by the Internal Revenue Code (“IRC”). The
Company matches 50 percent of each participant's contribution up to a maximum
of
6 percent of participant compensation. Forfeitures of terminated
participants’ non-vested accounts are used to reduce employer contributions or
to pay Plan expenses. Forfeitures reduced employer contributions by
approximately $340,000 in 2006.
At
December 31, 2006, the Plan has recorded a liability of $212,669 for amounts
refundable by the Plan to participants for contributions made in excess of
amounts allowed under the IRC.
Participant
Accounts
Each
participant's account is
credited with the participant's contribution and allocation of (a) the Company's
contribution, (b) Plan earnings and (c) administrative
expenses. 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 vested account.
Vesting
Each
participant is immediately
vested in his or her voluntary contributions plus earnings thereon. A
participant becomes fully vested in the remainder of his or her account upon
the
completion of five years of service.
Investment
Options
Participants
are allowed to invest
in a variety of investment choices as more fully described in the Plan
literature. Participants may change their investment options on a
daily basis.
Loans
A
participant may obtain a loan
between $500 and $50,000, limited to 50 percent of his or her vested account
balance. Each loan bears interest at prime plus 1 percent and is secured by
the
balance in the participant's account. Repayment is required over a period not
to
exceed five years or up to fifteen 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.
CONMED
Corporation
Retirement
Savings Plan
Notes
to Financial Statements
December
31, 2006 and 2005
|
1.
|
Establishment
and Description of Plan
(Continued)
|
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 of America.
Investment
Valuation and Income Recognition
As
described in Financial Accounting
Standards Board Staff Position, AAG INV-1 and SOP 94-4-1, Reporting of Fully
Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP),
investment contracts held by a defined-contribution plan are required to
be
reported at fair value. However, contract value is the relevant measurement
attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive
if
they were to initiate permitted transactions under the terms of the plan.
The
plan invests in investment contracts through a common collective trust. As
required by the FSP, the Statement of Net Assets Available for Benefits presents
the fair value of the investment in the common collective trust as well as
the
adjustment of the investment in the common collective trust from fair value
to contract value relating to the investment contracts. The Statement of
Changes
in Net Assets Available for Benefits is prepared on a contract value
basis.
Investments
in common stock, debt
securities and mutual funds are valued based upon quoted market prices in active
markets. Investments in common collective trust funds are valued
based on information reported by the investment advisor using the audited
financial statements of the common collective trust at year
end. Cash, money market funds and participant loans are carried at
cost which approximates market value.
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 investments which consists of the realized
gains and losses and the unrealized appreciation or depreciation on those
investments. Purchases and sales of securities are recorded on the
trade-date basis. Interest income is recorded on the accrual basis
and dividends are recorded as of the ex-dividend date.
CONMED
Corporation
Retirement
Savings Plan
Notes
to Financial Statements
December
31, 2006 and 2005
|
2.
|
Significant
Accounting Policies
(Continued)
|
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
The
Plan’s administrative expenses
are paid by either the Plan or the Plan’s Sponsor as defined in the Plan
document.
Payment
of Benefits
Benefit
payments to participants are
recorded upon distribution.
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 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 IRC, and, accordingly, the trust’s net investment income is exempt from
income taxes. The Plan has obtained a favorable tax determination
letter, dated July 21, 2003, from the Internal Revenue Service. The
Plan has been amended since receiving the determination
letter. However, 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.
|
4.
|
Investments
|
Fidelity
Management Trust Company
(“Fidelity”) is the trustee of the Plan. As trustee, Fidelity holds
the Plan’s investment assets and executes investment transactions.
Investments
representing 5 percent or
more of the net assets available for plan benefits at December 31, 2006 and
2005 consist of the following:
CONMED
Corporation
Retirement
Savings Plan
Notes
to Financial Statements
December
31, 2006 and 2005
|
4.
|
Investments
(Continued)
|
|
2006
|
2005
|
|||||||
|
Current
|
Current
|
|||||||
|
Value
|
Value
|
|||||||
|
Fidelity
Managed Income
|
||||||||
|
Portfolio
Fund
|
$ |
9,273,031
|
$ |
9,766,642
|
||||
|
Fidelity
Puritan Fund
|
9,110,492
|
7,384,699
|
||||||
|
Fidelity
Equity Income Fund
|
8,977,600
|
7,397,158
|
||||||
|
Spartan
U.S. Equity Index Fund
|
8,219,957
|
7,104,350
|
||||||
|
Fidelity
Low-Priced Stock Fund
|
7,432,157
|
6,486,658
|
||||||
|
Fidelity
Aggressive Growth Fund
|
6,451,884
|
7,495,095
|
||||||
|
Fidelity
Diversified International Fund
|
5,180,629
|
N/A*
|
||||||
|
Fidelity
Retirement Money
|
||||||||
|
Market
Fund
|
4,787,040
|
3,814,378
|
||||||
|
Fidelity
Investment Grade
|
||||||||
|
Bond
Fund
|
N/A*
|
3,878,747
|
||||||
*Fidelity
Investment Grade Bond Fund did not exceed 5% of the net assets available for
benefits at December 31, 2006. Fidelity Diversified International
Fund did not exceed 5% of the net assets available for benefits at December
31,
2005.
Net
appreciation in the fair value of
investments for the year ended December 31, 2006 is as follows:
|
Mutual
funds
|
$ |
4,410,633
|
||
|
Common
stocks
|
18,207
|
|||
| $ |
4,428,840
|
|
5.
|
Transactions
with Parties-in-Interest
|
As
of December 31, 2006 and
2005, the Plan held certain securities issued by the Company as
follows:
|
December
31, 2006
|
December
31, 2005
|
|||||||||||||||
|
Number
|
Fair
|
Number
|
Fair
|
|||||||||||||
|
of
Shares
|
Value
|
of
Shares
|
Value
|
|||||||||||||
|
CONMED
Corp.
|
||||||||||||||||
|
Common
Stock
|
136,131
|
$ |
3,147,349
|
139,697
|
$ |
3,304,531
|
||||||||||
In
addition, certain assets of the
Plan are invested in funds managed by Fidelity. Fidelity is the
trustee of the Plan and, therefore, is considered to be a
party-in-interest.
CONMED
Corporation
Retirement
Savings Plan
Notes
to Financial Statements
December
31, 2006 and 2005
|
6.
|
Reconciliation
of Financial Statements to Form
5500
|
The
following is a reconciliation of the financial statements to the Form 5500
at
December 31, 2006:
|
Net
Assets Available for Benefits Per
|
||||
|
the
Financial Statements
|
$ |
87,312,853
|
||
|
Adjustment
from Contract Value to Fair Value for
|
||||
|
Interest
in Common Collective Trust Relating to Fully
|
||||
|
Benefit-Responsive
Investment Contracts
|
(93,200 | ) | ||
|
Net
Assets Available for Benefits Per the Form 5500
|
$ |
87,219,653
|
||
|
Net
Increase in Assets Available for Benefits Per
|
||||
|
the
Financial Statements
|
$ |
11,992,984
|
||
|
Adjustment
from Contract Value to Fair Value for
|
||||
|
Interest
in Common Collective Trust Relating to Fully
|
||||
|
Benefit-Responsive
Investment Contracts
|
(93,200 | ) | ||
|
Net
Income Per the Form 5500
|
$ |
11,899,784
|
||
CONMED
Corporation
Retirement
Savings Plan
Schedule
H, line 4i - Schedule of Assets (Held at End of
Year)
December
31, 2006
|
Fair
|
||||
|
Identity
of Issue/Description of Investment
|
Value
|
|||
|
FAM
Value Fund**
|
$ |
3,102,656
|
||
|
Fidelity
Puritan Fund**
|
9,110,492
|
|||
|
Fidelity
Equity Income Fund**
|
8,977,600
|
|||
|
Fidelity
Investment Grade Bond Fund**
|
4,179,974
|
|||
|
Fidelity
Low-Priced Stock Fund**
|
7,432,157
|
|||
|
Fidelity
Aggressive Growth Fund**
|
6,451,884
|
|||
|
Fidelity
Capital Appreciation Fund**
|
981,016
|
|||
|
Fidelity
Diversified International Fund**
|
5,180,629
|
|||
|
Legg
Mason Value Trust Fund
|
276,321
|
|||
|
Spartan
U.S. Equity Index Fund**
|
8,219,957
|
|||
|
Fidelity
Managed Income Portfolio Fund**
|
9,273,031
|
|||
|
CONMED
Corporation Common Stock **
|
3,147,349
|
|||
|
Participant
- Directed Brokerage Link Account
|
3,561,249
|
|||
|
Fidelity
Retirement Money Market Fund**
|
4,787,040
|
|||
|
Fidelity
Freedom Funds**
|
2,926,001
|
|||
|
Needham
Growth Fund
|
2,214,588
|
|||
|
Interest
Bearing Cash Accounts
|
223,999
|
|||
|
Rainier
Small/Mid Cap Fund
|
3,588,046
|
|||
|
WFA
Small Cap Value Z Fund
|
1,090,622
|
|||
|
Participant
loans, interest rates from 5.25% to
|
||||
|
10.50%
and maturities from 2007 to 2021
|
2,514,433
|
|||
| $ |
87,239,044
|
|||
** Denotes
party-in-interest
SIGNATURES
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 and
|
||
|
Chief
Financial Officer
|
||
|
CONMED
Corporation
|
||
Date: June
28, 2007
10