SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT #1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 0-12025
CIRCON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
95-3079904
(I.R.S. Employer
Identification No.)
6500 Hollister Avenue
Santa Barbara, California 93117
(Address of Principal Executive Offices)
(805)685-5100
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock ($.01 par value)
(Title of class)
Indicate by check mark whether the registrant:(1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months; and (2) has
been subject to such filing requirements for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of
the Registrant was approximately $131,791,931 at March 13, 1996, when the
closing sale price of such stock, as reported in the NASDAQ National Market
System, was $12.375.
The number of shares outstanding of the Registrant's Common Stock, $.01
par value, as of March 13, 1996, was 12,571,833 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1 Proxy Statement dated May 31, 1996 for Part III.
February 6, 1996
To Circon Corporation:
Re: Form 10-K for the Year Ended December 31, 1995
This letter is written to meet the requirements of Regulation S-K calling for a
letter from a registrant's independent accountants whenever there has been a
change in accounting principle or practice. In connection with the pooling of
interest transaction with Cabot Medical Corporation ("Cabot"), Circon
Corporation changed its method of accounting for demonstration equipment to
conform to the Cabot's policy of depreciating demonstration equipment.
A complete, coordinated set of financial and reporting standards for determining
the preferability of accounting principles, among acceptable alternative
principles has not been established, by the accounting profession. Thus, we
cannot make an objective determination whether the accounting described in the
preceding paragraph is the preferable method. However, we have reviewed the
pertinent factors, including those related to financial reporting, in this
particular case subject basis, and our opinion stated below is based on our
determination made in this manner.
We are of the opinion that Circon Corporation's change in method of accounting
is to an acceptable alternative method of accounting, which based on the reasons
stated for the change and our discussions with you, is also preferable under the
circumstances in this particular case. In arriving at this option, we have
relied on the business judgement and business planning of your management.
Very truly yours,
Arthur Andersen LLP
CIRCON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, 1995
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES 1993 1994 1995
-------- ------- ---------
Net income (loss) (6,212) 6,509 (5,393)
Adjustments to reconcile net
income (loss) to cash provided by
operating activities:
Depreciation and amortization 11,400 11,492 9,603
Deferred income taxes (1,318) (2,710) (2,582)
Cumulative effect of accounting
change/other (204) - 149
Loss on disposals 1,464 115 2,042
Change in assets and liabilities:
Accounts receivable 3,252 (3,572) 478
Inventories 7,311 (363) (2,292)
Prepaid expenses and other assets (271) 670 514
Other assets (59) (520) 2,160
Accounts payable (951) (179) 2,709
Accrued liabilities 568 1,379 (1,576)
Customer deposits (45) 81 606
Other noncurrent liabilities 389 (234) -
-------- -------- -------
Net cash provided by operating activities 15,324 12,668 6,418
CIRCON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, 1995
(In Thousands)
CASH FLOWS FROM INVESTING ACTIVITIES 1993 1994 1995
-------- -------- -------
Disposals of marketable securities, net 1,638 195 15,119
Purchases of property, plant and equipment (12,794) (12,409) (9,519)
Purchase of Lican Medical Products (1,027) - -
Purchase of intangible (239) (160) -
Cumulative translation adjustment (273) (148) (172)
-------- -------- --------
Net cash provided by (used in)
investing activities (12,695) (12,522) 5,428
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 209 953 4,011
Purchase of treasury stock (820) (2,497) -
Repayments of capital lease obligations (297) (321) (395)
Repayments of long-term obligations (420) (445) (1,042)
Tax benefit from exercise of stock options 275 692 1,169
Other - - (478)
---------- -------- ---------
Net cash provided by (used in)
financing activities (1,053) (1,618) 3,265
--------- --------- ---------
Net increase (decrease) in cash and temporary
cash investments 1,576 (1,472) 15,111
Cash and temporary cash investments, beginning
of period 2,371 3,947 2,475
-------- --------- --------
Cash and temporary cash investments, end
of period $3,947 $2,475 $17,586
======== ========= ==========
SUPPLEMENTAL DISCLOSURES
Cash paid for interest $5,350 $5,354 $5,398
========= ======== ==========
Cash paid for income taxes
(net of refund received) $1,144 $ (274) $ 2,097
======== ======== =========
The accompanying notes are an integral part of
these consolidated statements.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
a. Financial Statements and ScheduleFiled
1 Financial Statements - see Item 8 of this Report.
2 Supplemental Schedules - see Item 8 of this Report.
b. The Company filed no Reports on Form 8-K in the fourth quarter of 1995
with the Securities and Exchange Commission.
c. Exhibit Index
3.1. Certificate of Incorporation of the Registrant, (Incorporated
by reference to Registrant's 1988 Form 10-K.)
3.1A. Certificates of Amendment of Certificate of Incorporation of
Circon Corporation were included as Exhibit 3.1A in Registrant's 1992
Form 10K and are incorporated herein.
3.2A. Amendment to Section 3.3 of Article III of Registrant's Bylaws.
This Amendment and a complete copy of the Bylaws of the Registrant, as
amended, was included as Exhibit 3.2A in the Registrant's 1993 Form 10K
and are incorporated herein.
10.12. Circon Corporation Business Loan Agreement covering a
$75,000,000 Revolving Line of Credit between Registrant and a Bank
dated November 22, 1995.
10.13. Agreement for Purchase and Sale and Escrow Instructions dated
December 9, 1993 between the Company and CWO/TCEP II Joint Venture
#II, a Texas Joint Venture. This Agreement was included as Exhibit
10.13 in Registrant's 1993 Form 10K and is incorporated herein.
18 Letter re: Change in Accouting Principle
21 Subsidiaries of the Registrant.
23 Consent of Independent Public Accountants. *
* Not applicable or contained elsewhere herein.
Supplemental Information
No Annual Report or Proxy Materials have been sent to Shareholders with
respect to 1995. Copies will be furnished to the Commission when sent to
Shareholders, but shall not be deemed to be "filed."
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Registrant has caused
this Annual Report to be signed on its behalf by the
undersigned, thereupon duly authorized.
DATED March 29, 1996
CIRCON CORPORATION
(Registrant)
By Richard A. Auhll
President, Chief Executive Officer
Chairman of the Board
Pursuant to the requirements of the Securities Exchange
Act of 1934, this amended report has been signed below by the
Chief Accounting Officer.
Signature Title Date
- --------------- ------------------------------ --------
Fred Wallach Chief Accounting Officer 5/14/96
