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): February 11, 2019

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (315) 797-8375

(Former name or former address if changed since last report.)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 11, 2019, CONMED Corporation, a New York corporation (“CONMED”), completed its previously announced acquisition (the “Acquisition”) of all of the issued and outstanding common stock of Palmerton Holdings, Inc., a New York corporation (“PHI”), and all of the issued and outstanding equity securities of Buffalo Filter LLC, a Delaware limited liability company (“BF LLC” and, together with PHI, the “Acquired Companies”), from Filtration Group FGC LLC, a Delaware limited liability company (“Filtration Group”), pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of December 13, 2018, by and between CONMED and Filtration Group.

Pursuant to the Securities Purchase Agreement, CONMED paid Filtration Group an aggregate purchase price of $365 million in cash, as adjusted and payable pursuant to the Securities Purchase Agreement (the “Purchase Price”), upon the closing of the Acquisition (the “Closing”). The adjustments to the Purchase Price include, among others, (i) a working capital adjustment, (ii) an upward adjustment for certain cash held by Filtration Group at the Closing, and (iii) a downward adjustment for the amount of indebtedness of the Acquired Companies, expenses related to the transaction and other related fees and expenses.

The foregoing description of the Securities Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Securities Purchase Agreement, a copy of which was filed as Exhibit 10.1 to CONMED’s Current Report on Form 8-K filed with the SEC on December 14, 2018 and incorporated herein by reference.

In connection with the Acquisition, on February 11, 2019, CONMED borrowed $115.0 million under the delayed draw term loan facility available to it under its sixth amended and restated credit agreement that was entered into on February 7, 2019 and filed as Exhibit 10.1 to CONMED’s Current Report on Form 8-K filed with the SEC on February 7, 2019. The proceeds of the loans were used, together with a portion of the proceeds of CONMED’s 2.625% Convertible Senior Notes due 2024 that were issued on January 29, 2019, borrowings under the revolving credit facilities available to CONMED under the credit agreement and cash on hand, to pay the purchase price for the Acquisition, to pay related fees and expenses and to repay prior borrowings.

A copy of the press release issued by CONMED on February 11, 2019 announcing that CONMED has completed the Acquisition is attached hereto as Exhibit 99.1.

The financial statements of the Acquired Companies required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

SIGNATURES

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.

Date: February 11, 2019

Exhibit 99.1

		NEWS RELEASE
		CONTACT: CONMED Corporation Todd Garner Chief Financial Officer 315-624-3317 ToddGarner@conmed.com

CONMED Completes Acquisition of Buffalo Filter LLC

Utica, New York, February 11, 2019 – CONMED Corporation (NASDAQ: CNMD) today announced that it has completed its previously announced acquisition of privately-held Buffalo Filter LLC (Buffalo Filter) from Filtration Group.

Buffalo Filter is the market leader in surgical smoke evacuation technologies. The company’s comprehensive product portfolio includes smoke evacuation pencils, smoke evacuators, and laparoscopic solutions. The original announcement of the acquisition and related presentation can be found on the Investor Relations section of the Company’s website at www.conmed.com.

The transaction is being financed through a combination of the net proceeds of the Company’s new 2.625% convertible notes, which were issued on January 29, 2019, borrowings under the Company’s amended and restated credit facility, and cash on hand. The Company plans to provide additional guidance regarding the impact of the transaction on 2019 financial results when it reports first quarter financial results in late April.

About CONMED Corporation

CONMED is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery, thoracic surgery and gastroenterology. CONMED has a direct selling presence in 19 countries, and international sales constitute approximately 50% of the Company’s total sales. Headquartered in Utica, New York, the Company employs approximately 3,100 people.

About Buffalo Filter

For over 25 years, Buffalo Filter has been a globally recognized brand in surgical safety. Dedication to improving healthcare safety and a strong commitment to quality, inspired the launch of cutting-edge innovations in surgical smoke evacuation and laparoscopic surgery solutions. Buffalo Filter’s world-renowned education program has changed the way the global healthcare community sees surgical smoke.

Forward-Looking Information

This press release contains certain forward-looking statements (including “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the financial condition, results of operations and business of CONMED and certain plans and objectives of CONMED. All statements other than statements of historical or current fact included in this press release are statements that could be deemed forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates” or “believes,” or variations of such words and phrases, or can state that certain actions, events, conditions, circumstances or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. These forward-looking statements are based upon the current beliefs and expectations of CONMED, members of its senior management team and its Board of Directors, and are subject to significant risks and uncertainties, including factors outside of CONMED’s control. Such risks and uncertainties contained in forward-looking statements can include, without limitation: prospective performance and opportunities and the outlook for CONMED’s and Buffalo Filter’s businesses; the ability of CONMED to advance Buffalo Filter’s product lines following the transaction; the potential effects of the transaction on relationships with employees, customers, other business partners or governmental entities; the state of the credit markets generally and the availability of financing; other business effects, including the effects of industry, economic or political conditions outside of CONMED’s control; any assumptions underlying any of the foregoing; and other risks and uncertainties which may be detailed from time to time in reports filed by CONMED with the Securities and Exchange Commission. CONMED’s shareholders and other investors are cautioned that any such forward-looking statements are not guarantees of future performance and to not place undue reliance on these forward-looking statements, as actual results may differ materially from those currently anticipated. All forward-looking statements are based on information currently available to CONMED, and CONMED undertakes no obligation to update any such forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.