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): OCTOBER 4, 1999
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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
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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 October 4, 1999, the registrant issued a press release announcing
the purchase of certain assets of Mentor Corporation's (MNTR) Ophthalmology
Division for cash of approximately $21 million, which represents 14.8% of the
registrant's total assets as of December 31, 1998. The signing of a definitive
agreement for the asset acquisition had been previously announced in a press
release dated August 26, 1999. The funds for the purchase price were obtained
from cash and temporary borrowings from BankBoston, Connecticut. The assets
acquired were used by Mentor in its ophthalmology business and the registrant
intends to continue such use.
The full texts of the press releases are set forth in Exhibits 99.1 and
99.2 attached hereto and is incorporated in this report as if fully set forth
herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated August 26, 1999.
Exhibit 99.2 Press release dated October 4, 1999.
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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: October 12, 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 NO. DESCRIPTION
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99.1 Press release dated August 26, 1999.
99.2 Press release dated October 4, 1999.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
XOMED ACQUIRES MENTOR OPHTHALMOLOGY PRODUCT LINES
JACKSONVILLE, FL., August 26, 1999-Xomed Surgical Products, Inc. (NASDAQ-XOMD)
today announced that it agreed to acquire, for cash, certain assets of Mentor
Corporation's (MNTR) Ophthalmology division. The products to be acquired will be
combined with Xomed's ophthalmology products currently distributed through its
Solan division, significantly increasing the division's critical mass and
product offering. The transaction is subject to certain approvals and conditions
including the expiration of the Hart-Scott-Rodino Antitrust Improvements Act
waiting period. Xomed and Mentor have also agreed to a series of
transition-related matters that will facilitate the transfer of the business to
Xomed. The assets of the Mentor Ophthalmology division will be acquired for cash
of $21 million. The product lines to be merged into the Solan division generated
approximately $17 million in revenue during Mentor's fiscal year ended March 31,
1999. Further terms of the asset purchase agreement were not disclosed.
Significant products being acquired include the Tono-Pen(R), which is the only
microelectronic handheld device for measuring intra-ocular pressure available in
the market; and Wet-Field(R) diathermy (RF) instruments used to cauterize blood
vessels during ophthalmic surgery. Both products enjoy significant market share
worldwide in their respective markets and include an equipment component as well
as single-use, disposable products.
Mark J. Fletcher, President of Xomed's Solan Ophthalmic Division, stated, "The
product lines being acquired from the Mentor Ophthalmology division are very
complementary to Solan's current offering. The acquisition will more than double
Solan's revenues, creating additional critical mass to accelerate the growth of
Solan's existing business as well as the newly-acquired product lines. I am
particularly excited about the potential to link the TonoPen product line to the
rapidly expanding LASIK surgery market via a product enhancement currently in
development. The inability of the ophthalmic surgeon to accurately measure
intra-ocular pressure during LASIK surgery contributes to a significant portion
of the complications encountered during the procedure. This development project
will directly address this market need."
Thomas E. Timbie, Vice President and Chief Financial Officer stated, "We
anticipate closing the transaction early in the fourth quarter. We would expect
the acquisition to be earnings neutral during the first two quarters following
the closing due to transition related expenses. Thereafter, the acquisition
should be modestly accretive."
Xomed Surgical Products is a leading developer, manufacturer and marketer of
surgical products for use by ENT and ophthalmic physicians. The Company offers a
broad line of products in its ENT and ophthalmology markets that include powered
tissue-removal systems, nerve monitoring systems, disposable fluid-control
products, image guided surgery systems, bioabsorbable products and LASIK
refractive surgery products.
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For 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.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
XOMED COMPLETES ACQUISITION OF MENTOR OPHTHALMOLOGY PRODUCT LINES
JACKSONVILLE, Fla., Oct. 4 /PRNewswire/ -- Xomed Surgical Products, Inc. today
announced that it completed the acquisition of certain assets of Mentor
Corporation's Ophthalmology division for approximately $21 million in cash. As
previously announced, the products acquired will be combined with Xomed's
ophthalmology products currently distributed through its Solan division. Xomed
and Mentor have also agreed to a series of transition-related matters that will
facilitate the transfer of the business to Xomed. Xomed expects the transition
process to be completed by the end of the year. Further terms of the asset
purchase agreement were not disclosed.
Xomed Surgical Products is a leading developer, manufacturer and marketer of
surgical products for use by ENT and ophthalmic physicians. The Company offers a
broad line of products in its ENT and ophthalmology markets that include powered
tissue-removal systems, nerve monitoring systems, disposable fluid-control
products, image-guided surgery systems, bioabsorbable products and LASIK
refractive surgery products.
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.
