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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: July 30, 1997
Wesley Jessen VisionCare, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22033 36-4023739
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.
incorporation)
333 East Howard Avenue, Des Plaines, IL
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(Address of principal executive offices)
60018-5903
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(Zip Code)
Registrant's telephone number, including area code: 847-294-3000
Not Applicable
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(Former name or address, if changed since last report)
Total No. of Pages: 4
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Item 5: Other Events.
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On July 30, 1997, the Company issued a press release disclosing its
second quarter operating results. A copy of this press release is attached
hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits
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Item Exhibit Index
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99.1 Press release dated July 30, 1997.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 31, 1997
Wesley Jessen VisionCare, Inc.
By: /s/ Ronald J. Artale
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Ronald J. Artale
Vice President, Controller
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Exhibit Index
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Exhibit Page
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99.1 Press Release dated July 30, 1997 1
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Exhibit 99.1
DES PLAINES, Ill., July 30 -- WESLEY JESSEN VisionCare, Inc. (Nasdaq:
WJCO), the world's leading manufacturer of specialty soft contact lenses,
reported double-digit increases in both sales and earnings, as adjusted, for the
second quarter ended June 28, 1997. Additionally, company officials noted that
worldwide sales of the company's disposable contact lenses had grown 31 percent
during the second quarter, contributing to the company's strong overall
performance.
"It is apparent that the combination of the WESLEY JESSEN and Barnes Hind
product lines, which occurred last October, is having a strong synergistic
effect on our business everywhere in the world," said President and Chief
Executive Officer, Kevin J. Ryan. "In addition to the cost savings realized
through leveraging the synergies of both companies, we have been able to expand
our sales and marketing effort, enabling us to grow our customer base and
increase market share."
Net sales for the three months ended June 28, 1997, were $72.1 million, a
123.5 percent increase from WESLEY JESSEN'S net sales of $32.3 million in the
year ago period which did not include sales of Barnes Hind products. Actual
second quarter net sales for the company increased 13.1 percent from as adjusted
(described in the accompanying data table) sales of $63.7 million in the prior
period which did include sales of Barnes Hind products. WESLEY JESSEN acquired
Barnes Hind in October 1996.
Net income for the second quarter 1997, as adjusted, (described in the
accompanying data table) was $6.2 million or $0.32 per share, and represented a
24.8 percent increase from $4.9 million, or $0.26 per share, for the three
months ended June 29, 1996.
Actual results for the three months ended June 28, 1997, were a net loss of
$371,000 or $0.02 per share, including the nonrecurring amortization of
inventory step-up ($9.6 million pre-tax) incurred in connection with the
acquisition of Barnes Hind and $334,000 (pre-tax) of nonrecurring transitional
administration expenses incurred at the Barnes Hind facility in Sunnyvale,
California.
Net income for the first six months of 1997, as adjusted, was $9.7 million
or $0.50 per share, and represented a 20.2 percent increase from $8.1 million,
or $0.42 per share, for the year ago period.
Actual results for six months ended June 28, 1997, were a net loss of $11.1
million or $0.68 per share, including the
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nonrecurring amortization and nonrecurring transitional expenses already
mentioned in this release.
According to Ryan, overall company sales, as adjusted, for the first half
of 1997 exceeded the year ago period by 8.5 percent. "Strong domestic demand for
the company's FreshLook disposable colored lenses, which grew 121 percent in the
first six months of this year, was an important factor in that growth," said
Ryan. "An aggressive consumer advertising and professional promotional campaign
helped propel that growth, and also increased sales of our conventional cosmetic
lenses."
During the second quarter, WESLEY JESSEN launched its first consumer
advertising campaign for FreshLook disposable lenses in the Canadian market.
"The Canadian market is an important one for us," noted Ryan, "because the
percent of the population wearing contacts approximates that of the U.S. To
realize efficiencies in Canada, we are consolidating our distribution and
customer service for both the WESLEY JESSEN and Barnes Hind product lines .
"We also began shipments of our Precision UV disposable lenses to the very
important Japanese market in May," Ryan continued. "Japan is the second largest
contact lens market in the world. We believe our Precision UV product, which
offers the lens wearer protection from ultra violet radiation, will enable us to
increase our customer base in Japan."
WESLEY JESSEN VisionCare, Inc. is the leading worldwide developer,
manufacturer and marketer of specialty soft contact lenses. Its products include
cosmetic lenses, which change or enhance the wearer's eye color appearance;
toric lenses, which correct vision for people with astigmatism; and premium
lenses, which offer value-added features such as protection from ultraviolet
light. The company completed its initial public offering of common stock in
February 1997.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Except for historical information, matters discussed in this news release
which are forward-looking statements are subject to certain risks and
uncertainties including, but not limited, to the uncertainties of worldwide
specialty contact lens markets, timely production of lens products, the
acceptance of new products as well as other risks indicated from time-to-time in
the company's filings with the Securities and Exchange Commission. The company
assumes no obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.
To receive WESLEY JESSEN VisionCare, Inc.'s latest news release and other
corporate documents, free of charge via fax, simply dial 1-800-PRO-INFO. Enter
company ticker WJCO.
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WESLEY JESSEN VISIONCARE, INC.
Unaudited Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
AS ADJUSTED ACTUAL
Three Months Ended Three Months Ended
June 28, June 29, June 28, June 29,
1997(a) 1996(b) 1997 1996
<S> <C> <C> <C> <C>
Net sales $72,083 $63,732 $72,083 $32,250
Gross profit 47,137 39,727 37,563 21,604
Income (loss) from
operations 10,618 8,931 710 4,625
Net income (loss) $ 6,169 $ 4,945(c) $ (371) $ 5,979
Pro forma primary earnings
(loss) per share $ 0.32 $ 0.26(c) $ (0.02) $ 0.41
Weighted average shares used
in computation of pro forma
primary earnings (loss) per
share (in thousands) 19,401 19,353 17,097 14,638
</TABLE>
(a) Adjusted to: (i) eliminate the $9,574 non-recurring impact of the inventory
write-up resulting from the company's application of purchase accounting in
connection with the October 1996 Barnes Hind acquisition; (ii) exclude $334
in non-recurring transitional administrative expenses incurred at the Barnes
Hind corporate facility in Sunnyvale, California; and (iii) reflect the as
adjusted income tax expense at an estimated effective income tax rate of
34%.
(b) Adjusted to give effect to: (i) the Barnes-Hind acquisition; (ii) the March
1997 divestiture of the Barnes-Hind U.S. Natural Touch product line; (iii)
the elimination of the non-recurring impact of the inventory step-up in
connection with the June 1995 WESLEY-JESSEN acquisition; (iv) the
refinancing of the company's then outstanding bank credit agreement; (v) the
company's initial public offering (and the subsequent over-allotment sale of
additional shares) and the application of the net proceeds therefrom, as if
each had occurred on January 1, 1996; and (vi) taxes at an estimated
effective income tax rate of 34%.
(c) Adjusted to give effect to the elimination of one-time license fee
income of $3,500 pre-tax.
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WESLEY JESSEN VISIONCARE, INC.
Unaudited Consolidated Statements of Operations
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
AS ADJUSTED ACTUAL
Six Months Ended Six Months Ended
June 28, June 29, June 28, June 29,
1997(a) 1996(b) 1997 1996
<S> <C> <C> <C> <C>
Net sales $136,154 $125,465 $136,154 $ 62,397
Gross profit 89,338 78,794 66,672 37,337
Income (loss) from operations 17,489 15,160 (6,262) 2,760
Extraordinary item, net of income tax -- -- 4,902 --
Net income (loss) $ 9,748 $ 8,107(c) $(11,102) $ 3,524
Pro forma primary earnings (loss) per share $ 0.50 $ 0.42(c) $ (0.68) $ 0.24
Weighted average shares used in computation of pro
forma primary earnings (loss) per share (in thousands) 19,383 19,353 16,273 14,638
</TABLE>
(a) Adjusted to: (i) eliminate the $22,666 non-recurring impact of the
inventory write-up resulting from the company's application of purchase
accounting in connection with the October 1996 Barnes Hind acquisition;
(ii) exclude $1,085 in non-recurring transitional administrative expenses
incurred at the Barnes Hind corporate facility in Sunnyvale, California;
(iii) reflect the $411 pro forma reduction in interest expense resulting
from the February 1997 refinancing of the company's bank credit agreement
and the use of a portion of the net proceeds of the company's February 1997
initial public offering (and the subsequent over-allotment sale of
additional shares) to repay outstanding debt; (iv) eliminate the $4,902
($7,428 pre-tax) extraordinary write-off of capitalized financing fees; and
(v) reflect the as adjusted income tax expense at an estimated effective
income tax rate of 34%.
(b) Adjusted to give effect to: (i) the Barnes-Hind acquisition; (ii) the March
1997 divestiture of the Barnes-Hind U.S. Natural Touch product line; (iii)
the elimination of the non-recurring impact of the inventory step-up in
connection with the June 1995 WESLEY-JESSEN acquisition; (iv) the
refinancing of the company's then outstanding bank credit agreement; (v)
the company's initial public offering (and the subsequent over-allotment
sale of additional shares) and the application of the net proceeds
therefrom, as if each had occurred on January 1, 1996; and (vi) taxes at an
estimated effective income tax rate of 34%.
(c) Adjusted to give effect to the elimination of one-time license fee income
of $3,500 pre-tax.
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