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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 24, 1996
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INAMED CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-7101 59-0920629
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3800 Howard Hughes Parkway
Suite 900
Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 702/791-3388
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N/A
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(Former name or former address, if changed since last report)
Exhibit index located at page 3.
Page 1 of __ pages.
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ITEM 5. OTHER EVENTS.
On May 24, 1996, The Nasdaq Stock Market, Inc. ("Nasdaq") removed the
Common Stock of Inamed Corporation, a Florida corporation (the "Registrant")
from inclusion in the Nasdaq SmallCap Market for failure to meet the capital
and surplus requirements for continued inclusion in such market.
The Registrant announced on May 31, 1996 its preliminary earnings report
for the month ended April 30, 1996 and released certain projected pro forma
financial information for the three- and six-month periods ended June 30,
1996. The Registrant is releasing this information in connection with its
ongoing discussions with Nasdaq regarding the eligibility of the Registrant
for inclusion in the Nasdaq SmallCap Market. Copies of the released
information are filed as exhibits to this Report.
This Report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Known and unknown risks,
uncertainties and other factors may cause actual results, performance or
achievements of the Registrant, or its industry, to differ materially from
any future results, performance or achievements expressed or implied by such
forward-looking statements. In addition to general business and economic
conditions and the competitive environment in which the Registrant operates,
certain important factors that the Registrant believes could cause such
results to differ include: potential developments in the numerous state court
actions and the federal class action in the United States District Court,
Northern District of Alabama, Southern Division, under Chief Judge Sam C.
Pointer, Jr., U.S. District Court, regarding Master File No. C892-P-10000-S
(Silicone Gel Breast Implants Product Liability Litigation MDL 926), in which
the Registrant is a defendant, including the failure to achieve a settlement,
the failure to achieve mandatory limited-fund non-opt class certification
being sought by the Registrant and the possibility of continuing and new
litigation leading to adverse results that could materially and adversely
affect the Registrant; the Registrant's need for additional financing to meet
operational, litigation and settlement needs and the uncertainty of
generating or obtaining such funds; competition and technological uncertainty
present in the medical device industry; the resource and competitive demands
of research and development activities; the expense and other resources
required to effect compliance with applicable federal, state and
international regulation of the Registrant's activities and the uncertainties
of timely obtaining necessary regulatory approvals for the Registrant's
products, if at all; financial and other risks, including currency
restrictions, currency exchange fluctuations and changes in foreign laws,
affecting the Registrant's foreign operations; the Registrant's continuing
exposure to product liability or product recall expenses; uncertainties
relating to future governmental regulation of the medical products and services
industries; reduced medical reimbursement rates for medical products and
services; uncertainties regarding the protection afforded by the Registrant's
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existing and future patents and proprietary technology; and the expense
associated with the prosecution and defense of such intellectual property.
The foregoing factors are not intended to represent a complete list of the
general or specific risks that may affect the Registrant. It should be
recognized that other risks may be significant, presently or in the future,
and the factors identified above may affect the Registrant to a greater
extent than anticipated.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro forma Financial Information.
Not Applicable.
(c) Exhibits.
See Exhibit Index.
EXHIBIT INDEX
The following exhibits are filed as part of this report:
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<CAPTION>
Exhibit Exhibit
Number Description
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<S> <C>
99.1 UNAUDITED CONSOLIDATED BALANCE SHEET
99.2 UNAUDITED CONSOLIDATED INCOME STATEMENT
99.3 PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
99.4 PRO FORMA UNAUDITED CONSOLIDATED INCOME STATEMENT
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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 thereunto duly authorized.
INAMED CORPORATION,
a Florida corporation
(Registrant)
By: /s/ DONALD K. MCGHAN
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Donald K. McGhan
Chairman of the Board and President
Date: May 31, 1996
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INAMED CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
APRIL 30, 1996
ASSETS
Current assets:
Cash and cash equivalents $ 16,484,690
Trade accounts receivable, net of allowance 14,031,412
for doubtful accounts and returns and
allowances of $6,543,068
Notes receivable - trade 286,228
Inventories 18,204,266
Prepaid expenses and other current assets 1,508,917
Income tax refund receivable 99,160
Deferred income taxes 2,012,437
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TOTAL CURRENT ASSETS 52,627,110
Property and equipment, at cost:
Machinery and equipment 9,150,342
Furniture and fixtures 3,698,199
Leasehold improvements 7,829,609
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20,678,150
Less accumulated depreciation and
amortization (9,927,576)
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NET PROPERTY AND EQUIPMENT 10,750,574
Notes receivable, net of allowance of $1,066,958 2,002,947
Intangible assets, net 1,558,831
Other assets, at cost 387,197
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Total assets $ 67,326,659
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(continued)
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INAMED CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
APRIL 30, 1996
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Current installments of long-term debt $ 36,090
Notes payable to bank 965,304
Related party notes payable 63,044
Accounts payable 12,650,118
Accrued liabilities:
Salaries, wages, and payroll taxes 3,538,899
Interest 1,062,921
Self-Insurance 1,094,332
Stock option compensation 68,714
Other 1,319,248
Royalties payable 1,450,058
Income taxes payable 1,259,568
Deferred income taxes 14,517
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TOTAL CURRENT LIABILITIES 23,522,813
Long-term debt, excluding current installments 74,541
Deferred grant income 1,059,872
Deferred income taxes 185,635
Litigation settlement 8,852,000
Convertible notes payable 35,000,000
Stockholders' (deficit) equity:
Common stock $0.01 par value
Authorized 20,000,000 shares;
issued and outstanding 7,602,317 76,024
Additional paid-in capital 9,960,175
Cumulative translation adjustment 542,840
Accumulated deficit (11,947,241)
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STOCKHOLDERS' (DEFICIT) EQUITY (1,368,202)
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TOTAL LIABILITIES AND STOCKHOLDERS' $ 67,326,659
(DEFICIT) EQUITY ------------
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INAMED CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED INCOME STATEMENT
FOR THE MONTH ENDED APRIL 30, 1996
Net Sales $10,393,159
Cost of goods sold 2,287,516
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GROSS PROFIT 8,105,643
Operating expenses:
Marketing 2,450,315
General and administrative 2,200,666
Research and development 295,528
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TOTAL OPERATING EXPENSES 4,946,509
OPERATING INCOME 3,159,134
Other income (expense):
Interest income 39,019
Interest expense (361,275)
Foreign currency transaction gains (losses) (229,578)
Miscellaneous income 18,787
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NET OTHER EXPENSE (533,047)
INCOME BEFORE INCOME TAX 2,626,087
EXPENSE
Income tax expense 680,451
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NET INCOME $ 1,945,636
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NET INCOME PER SHARE OF COMMON STOCK $ .25
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 7,602,404
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INAMED CORPORATION AND SUBSIDIARIES
PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
ASSETS
Current assets:
Cash and cash equivalents $ 18,226,278
Trade accounts receivable, net of allowance for
doubtful accounts and returns and allowances
of $6,543,068 15,588,026
Notes receivable - trade 512,457
Inventories 16,865,992
Prepaid expenses and other current assets 1,312,867
Income tax refund receivable 64,414
Deferred income taxes 2,010,438
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TOTAL CURRENT ASSETS 54,580,472
Property and equipment, at cost:
Machinery and equipment 9,177,054
Furniture and fixtures 3,735,411
Leasehold improvements 8,306,465
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21,218,930
Less accumulated depreciation
and amortization (10,329,962)
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NET PROPERTY AND EQUIPMENT 10,888,968
Notes receivable, net of allowance of $1,066,958 2,070,897
Intangible assets, net 1,533,938
Other assets, at cost 387,272
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Total assets $ 69,461,547
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(continued)
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INAMED CORPORATION AND SUBSIDIARIES
PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Current installments of long-term debt $ 27,191
Notes payable to bank 965,304
Accounts payable 12,341,418
Accrued liabilities:
Salaries, wages, and payroll taxes 3,609,442
Interest 1,702,102
Self-insurance 1,094,332
Stock option compensation 68,714
Other 1,215,428
Royalties payable 1,452,058
Income taxes payable 1,178,798
Deferred income taxes 14,599
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TOTAL CURRENT LIABILITIES 23,669,386
Long-term debt, excluding current installments 39,668
Deferred grant income 1,013,080
Deferred income taxes 107,776
Litigation settlement 8,452,000
Convertible notes payable 34,560,000
Stockholders' (deficit) equity:
Common stock, $0.01 par value
Authorized 20,000,000 shares;
issued and outstanding 7,646,317 76,464
Additional paid-in capital 10,399,738
Cumulative translation adjustment 456,854
Accumulated deficit (9,313,419)
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STOCKHOLDERS' (DEFICIT) EQUITY 1,619,637
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TOTAL LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY $ 69,461,547
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INAMED CORPORATION AND SUBSIDIARIES
PRO FORMA UNAUDITED CONSOLIDATED INCOME STATEMENTS
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30,1996 JUNE 30, 1996
Net sales $29,294,515 $49,696,548
Cost of goods sold 7,323,629 15,096,352
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GROSS PROFIT 21,970,886 34,600,196
Operating expenses:
Marketing 7,009,753 12,956,804
General and administrative 6,589,556 13,021,224
Research and development 1,015,622 2,191,595
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TOTAL OPERATING EXPENSES 14,614,931 28,169,623
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OPERATING INCOME 7,355,955 6,430,573
Other income (expense):
Interest income 242,773 520,543
Interest expense (1,055,536) (1,909,410)
Foreign currency transaction losses (94,000) (188,000)
Miscellaneous income 50,428 193,602
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NET OTHER EXPENSE (856,335) (1,383,265)
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Income before income tax expense 6,499,620 5,047,308
Income tax expense 1,920,162 1,734,803
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NET INCOME $ 4,579,458 $ 3,312,505
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NET INCOME PER SHARE OF $ .60 $ .44
COMMON STOCK ----------- -----------
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WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 7,616,822 7,610,113
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