FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended
September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
1-12318
Commission file number
BALLARD MEDICAL PRODUCTS
Exact name of registrant
as specified in its charter
UTAH
State or other jurisdiction of incorporation
or organization
87-0340144
I.R.S. Employer Identification No.
12050 Lone Peak Parkway, Draper, Utah 84020
Address and Zip Code
of principal executive offices
(801) 572-6800
Registrant's telephone number,
including area code
Securities registered to 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: Common
Par Value: $0.10 per share
[X] Yes Indicate by check mark whether the Registrant (1)
[ ] No has filed all reports required to be filed by
Section 12 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for
such shorter period that the registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.
[ ] Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) 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 as of 12/11/97:
$636,534,779
The number of shares outstanding of the registrant's class
of common stock, as of 12/11/97:
29,030,983
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference
herein:
1. Annual Report to Shareholders for fiscal year
ended September 30, 1997: Incorporated into Parts
I and II hereof.
2. Proxy Statement for Annual Meeting of Shareholders
to be held January 26, 1998: Incorporated into
Part III hereof.
BALLARD MEDICAL PRODUCTS
Cross Reference Sheet Showing Location
in Annual Report or Proxy Statement
of Information Required by Certain Form 10-K Items
LOCATION IN
FORM 10-K ITEMS REFERENCE
MATERIALS
Part I
Item 1. Business Annual Report,
pp. 1-8
Item 2. Properties Annual Report,
pp. 1, 2
Part II.
Item 5. Market for Registrant's Common Annual Report
Equity and Related Stockholder p. 6
Matters
Item 6. Selected Consolidated Financial Annual Report,
Data pp. 7-8
Item 7. Management's Discussion and
Analysis of Financial Condition Annual Report,
and Results of Operations pp. 26-33
Item 8. Consolidated Financial
Statements and Supplementary Annual Report,
Data pp. 10-25
Part III
Item 10. Directors and Executive
Officers of the Registrant Proxy Statement,
pp. 3,4, 16-19
Item 11. Executive Compensation Proxy Statement,
pp. 5-11
Item 12. Security Ownership of Certain
Beneficial Owners and Proxy Statement,
Management pp. 3-4
ITEM 2. PROPERTIES
Information required by this item is incorporated
herein by reference from the Company's Annual Report. In
addition, the following information is provided:
The Company owns a 378,000 square-foot plant on
approximately twenty acres of land in Draper, Salt Lake
County, Utah. This facility includes a separate finished
goods warehouse (102,000 square feet) which was completed in
August, 1997 at a construction cost of approximately
$3,367,000.
The Company also owns a manufacturing plant in
Pocatello, Idaho (208,000 square feet), of which
approximately 104,000 square feet were added on and
completed in April, 1997 at a cost of approximately $5
million.
On April 29, 1997, the Company sold approximately 61
acres of BREH's real estate (located south of the Company's
Draper plant) for approximately $3,266,000 cash and a
$3,974,000 note. The note provides, among other things, for
interest at 8.0%, for payment of all accrued interest in one
year and for payment in full of all accrued interest and the
entire principal balance in two years. The note is secured
by a first trust deed against approximately 42 acres of the
property sold and certain related water shares.
On August 29, 1997 the Company sold the 6.5 acres it
acquired in 1996 in Fremont, California at a purchase price
of $2,326,000.
MIC closed its Milpitas, California facility and
terminated the building lease effective July 31, 1997, with
terms which included a $44,000 early cancellation fee.
MIC's manufacturing operations are now located at our
Pocatello, Idaho plant.
We estimate that, once the Cardiotronics operations
have been relocated to Pocatello, the annualized sales
volume of products manufactured at that plant (on a single
shift) will be approximately $65 million to $70 million,
with approximately 10% to 15% of the facility still
available to house future product lines.
In August, 1996, the Company acquired, indirectly
through a Canadian subsidiary, a small building (on 2 acres
of land) in Thorold, Canada, at a total cost of U.S.
$886,069. This real estate purchase was made in conjunction
with the acquisition of PMP. We are currently seeking a
tenant for this facility.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
The Company's consolidated balance sheets as of
September 30, 1997 and 1996 and the related consolidated
statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended
September 30, 1997 are incorporated herein by reference from
the Company's Annual Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 22, 1997 BALLARD MEDICAL PRODUCTS
By: Dale H. Ballard
President, Director
(Principal Executive
Officer)
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: December 22, 1997 By: Dale H. Ballard
Director
Date: December 22, 1997 By: E. Martin Chamberlain
Director
Date: December 22, 1997 By: Dale H. Ballard, Jr.
Director
Date: December 22, 1997 By: Paul W. Hess
Director
Date: December 22, 1997 By: Kenneth R. Sorenson
Treasurer (Principal
Financial Officer)
BALLARD MEDICAL PRODUCTS
Index to Exhibits
EXHIBIT EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED PAGE
NO.
3.1 Restated Certificate Incorporated herein by
of Incorporation, reference to Exhibit 3.1 to
dated June 18, 1987 Form 10-K, filed December
29, 1989.
3.2 July 10, 1991 Incorporated herein by
Articles of reference to Exhibit 4.2 to
Amendment to the Registration Statement
Articles of on Form S-3, filed November
Incorporation 13, 1991, Registration No.
33-43910.
3.3 September 20, 1993 Incorporated herein by
Articles of reference to Exhibit 3.3 to
Amendment to Form 10-K filed December
Articles of 16, 1993.
Incorporation
3.4 Amended and Restated Incorporated herein by
Bylaws, dated reference to Exhibit 3.3 to
October 12, 1992 Form 10-K, filed December
24, 1992.
4.1 See Exhibits 3.1,
3.2, 3.3, 10.1,
10.2, 10.3, 10.4,
10.5, 10.6, 10.7,
10.8 and 10.9
9 None
10.1 Material Contract: Incorporated herein by
1988 Incentive Stock reference to the
Option Plan Registration Statement on
Form S-8, filed November
18, 1988, Registration No.
33-25628.
10.2 Material Contract: Incorporated herein by
1990 Incentive Stock reference to the
Option Plan Registration Statement on
Form S-8, filed September
17, 1990, Registration No.
33-36851.
10.3 Material Contract: Incorporated herein by
1991 Incentive Stock reference to Exhibit 4.2 to
Option Plan Registration Statement on
Form S-8, filed July 10,
1991, Registration No. 33-
41720.
10.4 Material Contract: Incorporated herein by
1992 Incentive Stock reference to Exhibit 4.3 to
Option Plan Registration Statement on
Form S-8, filed with Post-
Effective Amendment No. 1
on April 9, 1993,
Registration No. 33-56302.
10.5 Material Contract: Incorporated herein by
Amended and Restated reference to Exhibit 4.5 to
1993 Incentive Stock Registration Statement on
Option Plan Form S-8, filed December
20, 1993, Registration No.
33-73194.
10.6 Material Contract: Incorporated herein by
1994 Incentive Stock reference to Exhibit 10.8
Option Plan to Form 10-K filed December
15, 1994.
10.7 Material Contract: Incorporated herein by
1995 Incentive Stock reference to Exhibit 10.9
Option Plan to Form 10-K filed December
8, 1995.
10.8 Material Contract: Incorporated herein by
1996 Incentive Stock reference to Exhibit 10.10
Option Plan to Form 10-K filed December
9, 1996
10.9 Material Contract: p.
1997 Incentive Stock
Option Plan
10.10 Material Contract: Incorporated herein by
Agreement of reference to Exhibit 19 to
Settlement dated Form 10-Q, filed May 15,
March 1, 1990, with 1990.
Smiths Industries
Medical Systems,
Inc. and Smiths
Industries PLC
10.11 Material Contract: Incorporated herein by
Agreement dated reference to Exhibit 10.21
effective October 1, to Form 10-K, filed
1993 between Ballard December 16, 1993.
Medical Products and
H. Earl Wright and
The Wright Foamer
Co.
10.12 Material Contract: Incorporated herein by
Stock Purchase reference to Exhibit 99.1
Agreement (with to Form 8-K, filed December
various "Sellers" 23, 1996.
named therein)
10.13 Material Contract: Incorporated herein by
Stock Purchase reference to Exhibit 99.2
Agreement (with SO- to Form 8-K, filed December
CAL PARTNERS, L.P., 23, 1996.
as "Seller")
10.14 Material Contract: Incorporated herein by
Merger Agreement reference to Exhibit 99.3
to Form 8-K, filed December
23, 1996.
11 Computation of p.
Income Per Common
Share and Common
Equivalent Share
12 Not Applicable
13 Ballard Medical p.
Products 1997 Annual
Report for the year
ended September 30,
1997
16 Not Applicable
18 Not Applicable
21 Subsidiaries of p.
Ballard Medical
Products
22 Not Applicable
23 Independent
Auditor's Consent p.
24 Not Applicable
25 Not Applicable
26 Not Applicable
27 Financial Data p.
Schedule
28 Not Applicable
EXHIBIT 23
We consent to the incorporation by reference in Registration
Statement Nos. 33-23232, 33-34384, 33-43910, 33-50040, and 333-
18661 on Form S-3 and in Registration Statement Nos. 2-90684, 2-
94306, 33-0840, 33-17698, 33-25628, 33-36851, 33-41720, 33-56302,
33-73194, 33-57735, 333-01941, and 333-22827 on Form S-8 of our
reports dated November 13, 1997, appearing in and incorporated by
reference in this Annual Report on Form 10-K of Ballard Medical
Products for the year ended September 30, 1997.
Deloitte & Touche LLP
Salt Lake City, Utah
December 11, 1997
