SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 30, 1998
XOMED SURGICAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-21517 06-1393528
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(Commission File Number) (I.R.S. Employer Identification No.)
6743 SOUTHPOINT DRIVE NORTH
JACKSONVILLE, FLORIDA 32216-0980
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(Address of principal executive offices)
Registrant's telephone number, including area code: (904) 296-9600
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 30, 1998, the registrant issued a press release announcing
the purchase of 100% of the stock of Etablissements Boutmy S.A. ("Micro-France")
of Saint Aubin le Monial, France. The stock was acquired by a subsidiary of the
registrant from the shareholders of Micro-France. The purchase price was $13
million net of approximately $3 million in cash. The funds came from available
cash and temporary borrowings from BankBoston, Connecticut. The assets of
Micro-France constituting plant, equipment and other physical property will
continue to be used in developing, manufacturing and distributing medical
instruments.
The full text of the press release is set forth in Exhibit 99.2
attached hereto and is incorporated in this report as if fully set forth herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.2 Press release dated December 30, 1998.
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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.
XOMED SURGICAL PRODUCTS, INC.
Dated: January 13, 1999 By: /s/ THOMAS E. TIMBIE
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Thomas E. Timbie
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.2 Press release dated December 30, 1998.
Exhibit 99.2
FOR IMMEDIATE RELEASE
XOMED ACQUIRES MICRO-FRANCE, A LEADER IN
PRECISION HAND-HELD INSTRUMENTATION
JACKSONVILLE, FL., December 30, 1998-In a move designed to significantly
increase its critical mass in Europe and provide vertical integration to a key
segment of its international business, Xomed Surgical Products, Inc.
(NASDAQ-XOMD) today announced that it has acquired, for cash, all the
outstanding stock of Micro-France of Saint Aubin le Monial, France.
Micro-France, a privately held company, has anticipated 1998 revenues of
approximately U.S. $8 million. Xomed expects the transaction to be modestly
accretive to 1999 results beginning in the second half of the year. Further
financial details were not disclosed.
Micro-France develops, manufactures and distributes premium hand-held
instruments for the ear, nose and throat (ENT), plastic surgery and endoscopy
markets. Its sterling reputation in the instrument market is built on quality
and product innovation developed through long-standing relationships with global
opinion leaders. Micro-France has grown steadily since being founded in 1971 by
Mr. Christian Boutmy and now employs approximately 80 people. Micro-France
generates approximately 75% of its revenues in France where it has a direct
sales force.
Guy K. Williamson, president of Xomed International, Inc. stated, "The
combination of Micro-France and Xomed creates a number of strategic advantages
maximizing the core competencies of both companies. For example, Micro-France
will be able to significantly expand its reach through Xomed's much broader
international distribution system and Xomed will immediately become a leading
supplier of instruments in France in addition to gaining manufacturing and
development capabilities for hand-held instrumentation."
Xomed also announced that it will expand the scope of its previously disclosed
restructuring plan, increasing the planned fourth quarter 1998 after-tax charge
from approximately $0.7 million to approximately $2.0 million. In addition to
the restructuring of its Mystic, CT manufacturing facility, Xomed's planned $2.0
million charge will now also include certain items related to the Micro-France
acquisition including a write-off of acquired in-process R&D, restructuring
charges related to the merging of Xomed's sales office in France into
Micro-France's operation and the write-down of certain impaired assets. Also
included in the planned fourth quarter charge will be unrelated expenses
associated with the termination of its U.S. distribution agreement with an
instrument supplier. Xomed has filed suit against the supplier to recapture
certain licensing fees paid in 1996. Expenses related to this action are not
expected to be material to the Company.
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Page 2 of 2
XOMED ACQUIRES MICRO-FRANCE, A LEADER IN
PRECISION HAND-HELD INSTRUMENTATION
Commenting on the announcement, James T. Treace, chairman, president and chief
executive officer of Xomed, stated, "The acquisition of Micro-France will
dramatically expand our presence in France and Europe in general, allowing Xomed
to realize improved economies of scale in the region. We expect that the
Micro-France acquisition and planned restructuring initiatives will both
increase sales and reduce costs in the future. We would expect all these actions
combined to be modestly accretive in the latter half of 1999 and contribute more
significantly to earnings by the year 2000 and beyond."
Xomed Surgical Products is a leading developer, manufacturer and marketer of
surgical products for use by ENT physicians. The Company offers a broad line of
products in its core ENT market that includes powered tissue-removal systems and
other microendoscopy products, implantable devices, nerve monitoring systems,
disposable fluid-control products and image guidance technology.
OR FURTHER INFORMATION CONTACT:
Thomas E. Timbie
Vice President and Chief Financial Officer
Phone: (904) 279-7525
E-mail: [email protected]
Website:
www.xomed.com
THIS PRESS RELEASE CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING BUT NOT
LIMITED TO, THE RAPID TECHNOLOGICAL CHANGE OF PRODUCTS IN THE COMPANY'S
INDUSTRY, UNCERTAINTIES REGARDING MARKET ACCEPTANCE OF PRODUCTS IN DEVELOPMENT,
THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, RELIANCE ON OUTSIDE PARTIES,
UNCERTAINTY RELATING TO THIRD-PARTY REIMBURSEMENT AND HEALTH CARE REFORMS, AND
OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
