SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: November 22, 2000 Amending Report Filed September 29, 2000
(Date of Earliest Event Reported): September 15, 2000
HAEMONETICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 1-10730 04-2882273
------------------------------- ---------------- ----------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
400 Wood Road
Braintree, MA 02184
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 848-7100
<PAGE>
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current Report on
Form 8-K dated September 29, 2000, related to the Registrant's acquisition
of Transfusion Technologies Corporation as set forth below and in the pages
attached hereto:
Item 7. Financial Statements and Exhibits
---------------------------------------------
(a) Financial Statements of Business Acquired.
------------------------------------------
See Exhibit 2.3 and Exhibit 2.4 for Financial Statements of
Transfusion Technologies Corporation.
(b) Pro Forma Financial Information.
--------------------------------
Combined Unaudited Pro Forma Financial Statement of Operations
of Haemonetics Corporation for the year and six months ended
April 1, 2000, and September 30, 2000 including Notes.
(c) Exhibits.
---------
2.1 Agreement and Plan of Merger dated September 4, 2000
incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K of Haemonetics Corporation dated
September 29, 2000, File No., 1-10730.
2.2 Audited Consolidated Balance Sheets, Consolidated
Statements of Operations, Consolidated Statements of Cash
Flows and Consolidated Statements of Stockholders' Equity
of Transfusion Technologies for the years ended December
31, 1999, 1998 and 1997, together with Notes and Report
of Independent Certified Public Accountants.
2.3 Unaudited Consolidated Balance Sheet, Consolidated
Statement of Operations, and Consolidated Statement of
Cash Flows of Transfusion Technologies for the nine
months ended September 15, 2000.
2.4 Consent of PricewaterhouseCoopers LLP.
<PAGE> 2
Item 7(b) Pro Forma Information
Haemonetics Corporation Combined Unaudited Pro Forma Financial
--------------------------------------------------------------
Information
-----------
Haemonetics Corporation ("Haemonetics") completed its acquisition of
Transfusion Technologies Corporation ("Transfusion") on September 18, 2000.
Upon effectiveness of the Merger on September 15, 2000, Transfusion became a
wholly-owned subsidiary of Haemonetics. The transaction is being accounted
for under the purchase method of accounting for business combinations. Under
the purchase method of accounting, the purchase price is allocated to the
assets acquired and liabilities assumed based on their estimated fair values.
The estimated fair values included herein are based on preliminary estimates
and may not be indicative of the final allocation of purchase price
consideration.
The following unaudited adjusted pro forma statements of operations
for the year and six months ended April 1, 2000 and September 30, 2000,
respectively, include the effect of the acquisition, as if the acquisition
had occurred at the beginning of each reporting period after giving effect
to certain adjustments including adjustments to reflect reductions in
depreciation expense, increases in intangible and goodwill amortization
expense, lost interest income and tax provision adjustments.
The pro forma statements of operations are not necessarily indicative
of the results of operations that would have occurred if Haemonetics and
Transfusion had been combined during such periods. The pro forma statements
are not intended to be indicative of the results of operations to be
attained from the combined company in the future.
The adjusted pro forma financial statements of operations do not give
effect to (a) the efficiencies that may be obtained by combining the
operations of Haemonetics and Transfusion, (b) the in-process research and
development charge, (See Note 2(e) for a detailed description) and (c) the
cost to equity adjustment. (See Note 2(d) for a detailed description.) In the
opinion of management, all adjustments necessary to present fairly such
adjusted historical statement of operations have been made.
The pro forma financial statements are based on and should be read in
conjunction with the historical consolidated financial statements and notes
thereto of Haemonetics which are included in the Haemonetics Annual Report
on Form 10-K filed with the Securities and Exchange Commission for the year
ended April 1, 2000 and the consolidated financial statements and notes
thereto of Haemonetics which are included in the Haemonetics Second Quarter
Report of Form 10-Q filed with the Securities and Exchange Commission for the
six months ended September 30, 2000.
<PAGE> 3
The following table sets forth Haemonetics' combined unaudited pro
forma results for the twelve months ended April 1, 2000 as if the
transaction had occurred on April 4, 1999.
Statement of Operations
-----------------------
<TABLE>
<CAPTION>
Cost to Historical
Historical Equity Transfusion Pro
Haemonetics Method Restated As Pro Forma Forma
As Reported Adjustment(4) Haemonetics Reclassified(2) Adjustments(3) Balances
----------- ------------- ----------- --------------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
For the twelve months
ended April 1, 2000
Net revenues $277,924 - $277,924 $ 1,634 - $279,558
Cost of goods sold 146,606 - 146,606 2,244 374 (b) 149,224
------------------------------------------------------------------------------------------
Gross profit 131,318 - 131,318 (610) (374)(b) 130,334
Operating expenses:
Research and development 14,927 - 14,927 4,644 - 19,571
Selling, general and
administrative 82,758 - 82,758 6,313 (438)(b) 88,633
Unusual item 9,548 3,627 13,175 - (3,627)(d)(e) 9,548
------------------------------------------------------------------------------------------
Total operating expenses 107,233 3,627 110,860 10,957 (4,065) 117,752
Operating income (loss) 24,085 (3,627) 20,458 (11,567) (3,691) 12,582
Interest expense (4,372) - (4,372) - - (4,372)
Interest income 5,000 - 5,000 619 (1,539)(c) 4,080
Other income, net 2,612 - 2,612 1 (730)(a) 1,883
------------------------------------------------------------------------------------------
Income (loss) from continuing
operations before provision
for income taxes 27,325 (3,627) 23,698 (10,947) 1,422 14,173
<PAGE> 4
Provision (benefit) for
income taxes 8,471 - 8,471 - (3,342)(f) 5,129
------------------------------------------------------------------------------------------
Income (loss) from continuing
operations $ 18,854 $(3,627) $ 15,227 $(10,947) $ 4,764 $ 9,044
=========================================================================================
Basic and Diluted income per common
share from continuing operations:
Basic $ 0.35
Diluted $ 0.34
Weighted average number of
common shares outstanding:
Basic 26,087
Diluted 26,501
</TABLE>
See Accompanying Notes to Combined Unaudited
Pro Forma Financial Information
The following table sets forth Haemonetics' combined unaudited pro
forma results for the six months ended September 30, 2000 as if the
transaction had occurred on April 2, 2000.
Statement of Operations
-----------------------
<TABLE>
<CAPTION>
Cost to Historical
Historical Equity Transfusion Pro
Haemonetics Method Restated As Pro Forma Forma
As Reported Adjustment(4) Haemonetics Reclassified(2) Adjustments(3) Balances
----------- ------------- ----------- --------------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
For the six months ended
September 30, 2000
Net revenues $140,196 - $140,196 $ 1,443 - $141,639
Cost of goods sold 73,417 - 73,417 1,403 131 (b) 74,951
------------------------------------------------------------------------------------------
Gross profit 66,779 66,779 40 (131)(b) 66,688
Operating expenses:
Research and development 8,308 - 8,308 2,048 - 10,356
Selling, general and administrative 41,682 - 41,682 5,126 (129)(b) 46,679
IPR&D 18,606 - 18,606 - (18,606)(e) -
Unusual item 3,261 $ 1,353 4,614 - (1,353)(d) 3,261
------------------------------------------------------------------------------------------
Total operating expenses 71,857 1,353 73,210 7,174 (20,088) 60,296
Operating income (loss) (5,078) (1,353) (6,431) (7,134) 19,957 6,392
<PAGE> 5
Interest expense (1,869) - (1,869) - - (1,869)
Interest income 2,308 - 2,308 414 (924)(c) 1,798
Other income, net 1,545 - 1,545 4 (365)(a) 1,184
------------------------------------------------------------------------------------------
Income (loss) from continuing
operations before provision
for income taxes (3,094) (1,353) (4,447) (6,716) 18,668 7,505
Provision (benefit) for
income taxes 4,338 - 4,338 - (2,384)(f) 1,954
------------------------------------------------------------------------------------------
Income (loss) from
continuing operations $ 7,432 $(1,353) $ (8,785) $ (6,716) $21,052 $ 5,551
=========================================================================================
Basic and Diluted income per common
share from continuing operations:
Basic $ 0.22
Diluted $ 0.22
Weighted average number of
common shares outstanding:
Basic 25,191
Diluted 25,738
</TABLE>
See Accompanying Notes to Combined Unaudited
Pro Forma Financial Information
Notes to Haemonetics Corporation Combined Unaudited
Pro Forma Financial Information
(1) The Acquisition
On September 18, 2000, Haemonetics completed the acquisition of
Transfusion pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated September 4, 2000 among Haemonetics, Transfusion,
Transfusion Merger Co., the holders of a majority of outstanding shares of
Preferred and Common Stock of Transfusion and certain principals of
Transfusion. The acquisition was effected in the form of a merger (the
"Merger") of Transfusion Merger Co., a wholly-owned subsidiary of
Haemonetics, with and into Transfusion. The Merger became effective
September 15, 2000. Transfusion was the surviving corporation in the
Merger and became a wholly-owned subsidiary of Haemonetics.
<PAGE> 6
Transfusion designs, develops and markets systems for the processing
of human blood for transfusion to patients. Its systems are based on
centrifuge technology called the Dynamic Disk TM and consist of sterile,
single-use disposable sets and computer controlled electromechanical
devices that control the blood processing procedure. The systems have
applications in both autotransfusion and blood component collection
technologies.
The aggregate purchase price, before transaction costs and cash
acquired, of approximately $50.1 is comprised of $36.5 million to
Transfusion's common and preferred stockholders, and warrant and option
holders, and $13.6 million, representing the value assigned to Haemonetics'
19.8% preferred stock investment in Transfusion made in November 1999. The
cash required to purchase the remaining 80.2% interest in Transfusion, was
$26.6, net of cash acquired and without transaction costs.
The amount of consideration paid by Haemonetics was determined
through arms-length negotiation between Haemonetics and Transfusion. Except
for a 19.8% ownership interest in Transfusion as a result of the
acquisition by Haemonetics in November 1999 of shares of Transfusion
preferred stock, there was no material relationship between Transfusion or
its stockholders and Haemonetics or any of its affiliates, directors or
officers, or any associate of a director or officer of Haemonetics. When
Haemonetics purchased preferred stock in Transfusion in November 1999, it
became the exclusive distributor of Transfusion's OrthoPAT autotransfusion
system outside North America.
Haemonetics funded the cash consideration paid through working
capital sources.
(2) Reclassifications
These columns represent the historical results of operation and
financial position of Transfusion as of the respective reporting period.
Certain reclassifications were made to conform Transfusion financial
statements to those of Haemonetics Corporation.
(3) Pro Forma Adjustments
(a) To record the incremental goodwill amortization created by the
acquisition. Goodwill is amortized over a 20 year life.
(b) To adjust the depreciation expense recorded by Transfusion as a
result of the reduction to fair market value of its assets at
acquisition and depreciable lives.
(c) To reduce the interest income recorded during the reporting
period by Haemonetics' assuming the cash paid for Transfusion
would have been disbursed at the beginning of the reporting
period.
(d) To reverse the effect on operating earnings of the cost to
equity adjustment. This adjustment is required by generally
accepted accounting principles to
<PAGE> 7
modify the 19.8% investment of Transfusion by Haemonetics in
November of fiscal year 2000 from the cost method to the equity
method of accounting. To effect this change, the historic cost
of the 19.8% investment made by Haemonetics' was written down by
its 19.8% share of the monthly losses incurred by Transfusion
from November of fiscal year 2000.
(e) To remove the effect of the In-Process Research and Development
(IPR&D) charge given its non-recurring nature. This charge
represents purchased in-process technology that had not yet
reached technical feasibility and had no alternative future use
as of the date of the acquisition. For the twelve months ended
April 1, 2000, $2.9 million of the IPR&D charge was included as
an expense in the Consolidated Statement of Operation as restated
for the 19.8% original investment made by Haemonetics in November
of fiscal year 2000. For the six months ended September 30, 2000,
$18.6 million of the IPR&D charge was recorded as an expense in
the Consolidated Statement of Operations.
(f) To reflect the tax benefit of the Transfusion operating loss
for the period using Haemonetics' statutory rate. IPR&D and
goodwill resulting from the acquisition are nondeductible for tax
accounting purposes.
(4) Cost to Equity Adjustment
The Company was required by generally accepted accounting principles
to modify its 19.8% investment in Transfusion by Haemonetics in November of
fiscal year 2000 from the cost method to the equity method of accounting.
To effect this change, the historic cost of the 19.8% investment made by
Haemonetics' was written down by its 19.8% share of the monthly losses
incurred by Transfusion Technologies from November of fiscal year 2000.
(5) Purchase Price Allocation
The Transfusion Technologies merger was accounted for using the
purchase method of accounting for business combinations. Accordingly, the
accompanying Pro Forma Consolidated Statement of Operation for the six
months ended September 30, 2000 includes Transfusion's results of
operations commencing on the date of acquisition. The purchase price was
allocated to the net assets acquired based on the Company's estimates of
fair value at the acquisition date. For certain assets acquired in
property, plant and equipment,
<PAGE> 8
representing Transfusion's equipment placed at customer locations, net book
value was used as a proxy for fair market value. The allocation of the
purchase price is still subject to adjustment upon final valuation of certain
acquired assets and liabilities. The excess of the purchase price over the
fair market value of the net assets acquired has been recorded as goodwill in
the amount of $2.8 million. The goodwill is being amortized over 20 years.
The preliminary allocation of the purchase price over the fair market
value of the assets acquired is as follows:
<TABLE>
<S> <C>
Consideration paid for 80.2%: $45,021,079
Plus estimated transaction costs 2,488,743(i)
-----------
Total estimated purchase price 47,509,822
Less: estimated fair value of Transfusion'
identifiable assets on September 15, 2000 44,706,706
-----------
Total estimated goodwill due to acquisition $ 2,803,116
<FN>
(i) Transaction costs primarily include professional fees, costs to close
down the Transfusion Technologies' facility and severance costs.
</FN>
</TABLE>
<PAGE> 9
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.
HAEMONETICS CORPORATION
Date: ________________ By:
Ronald J. Ryan, Senior Vice President
and Chief Financial Officer
<PAGE> 10
