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): September 29, 1995
United States Surgical Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-9776 13-2518270
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
150 Glover Avenue, Norwalk, CT 06856
(Address of principal executive offices)
(203) 845-1000
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On September 29, 1995, Auto Suture Japan Inc., a wholly owned subsidiary
of the Company, completed the final closing of the acquisition of certain
assets of Century Medical, Inc. ("CMI"). These assets consist of a
laparoscopic training center, inventory and other assets. CMI is a
wholly owned subsidiary of ITOCHU Corporation and prior to closing was
the distributor of the Company's products in Japan. The assets acquired
were used by CMI in the conduct of sales of the Company's products in
Japan and will be continued to be used by Auto Suture Japan Inc. for such
purpose. The Company paid approximately $61 million for the assets in a
cash transaction, with a $12 million initial payment during 1995 and with
the balance to be paid over seven years, interest free. The initial cash
payment was funded by cash from the Company's operations; the balance of
the payments are expected to be made out of cash flow from operations of
Auto Suture Japan Inc. The amount of consideration was determined by
reference to a formula in the agreement establishing the distributorship
which gave the Company an option to purchase the assets on a
predetermined basis.
Closing of the transaction was originally expected to occur during the
first quarter of 1995, but was voluntarily postponed by the Company
pending a governmental investigation into CMI's operations unrelated to
the sale of the Company's products. In connection with postponing final
closing, an interim agency agreement was entered, pursuant to which the
Company, effective as of April 1, 1995, assumed the risks and rewards of
selling its products to third parties in Japan. As of that date, the
Company began recognizing CMI's revenues and selling expenses in the
Company's consolidated financial statements relative to the sale of the
Company's products in Japan.
Auto Suture Japan Inc. will have a fiscal year end of November 30, the
same year end as all other of the Company's international subsidiaries.
As a result, Auto Suture Japan's fourth quarter will be only two months
in duration and sales for that period will be approximately $8-10 million
less than a full quarter.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
An audited income statement related to the sales of the Company's
products by CMI, for CMI's fiscal year ended March 31, 1995, was filed by
the Company with its Form 8-K Report filed on July 10, 1995, in
connection with the interim agreement. No audited balance sheet has been
or will be prepared and filed since it is not possible to develop an
audited balance sheet that relates solely to the distribution network of
CMI for the Company's products.
(b) Pro Forma Financial Information.
It is impractical to provide the pro forma financial information required
for the period ending September 30, 1995 pursuant to Article II of
Regulation S-X at the time of this report since the results for the
period have not been determined. The pro forma financial statements will
be filed as an amendment to this Form 8-K Report not later than
November, 1995. Unaudited pro forma financial information relating to the
acquisition and for the periods ending December 31, 1994 and March 31,
1995, was filed with the Company's Form 8-K Report filed on July 10, 1995.
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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.
UNITED STATES SURGICAL CORPORATION
Date: October 13, 1995 By: /s/ Howard M. Rosenkrantz
Howard M. Rosenkrantz
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
