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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, 1998
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.
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[ ] 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 12/15/98:
$675,133,285
The number of shares outstanding of the registrant's class of common
stock, as of 12/15/98:
30,547,908
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference herein:
1. The Company's Form 10-K as filed with the Securities and
Exchange Commission on December 30, 1998.
2. Annual Report to Shareholders for fiscal year ended
September 30, 1998 which was mailed to shareholders and
filed as Exhibit 13 to the Company's Form 10-K filed with
the Securities and Exchange Commission on December 30,
1998: Incorporated into Parts I and II 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
PRINTED
REFERENCE
FORM 10-K ITEMS MATERIALS
Part I
Item 1. Business Annual Report,
pp. 1-8
Item 2. Properties Annual Report,
pp. 3, 8
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LOCATION IN
PRINTED
REFERENCE
FORM 10-K ITEMS MATERIALS
Part II.
Item 5. Market for Registrant's Common Annual Report
Equity and Related Stockholder p. 8
Matters
Item 6. Selected Consolidated Financial Annual Report,
Data pp. 9, 10
Item 7. Management's Discussion and
Analysis of Financial Condition Annual Report,
and Results of Operations pp. 29-40
Item 8. Consolidated Financial
Statements and Supplementary Annual Report,
Data pp. 11-28
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF REPORT
1. CONSOLIDATED FINANCIAL STATEMENTS
The following are included in the Annual Report incorporated by
reference into Parts I and II of this report:
Independent Auditor's Report, dated November 23, 1998
(December 23, 1998 as to the second paragraph of Note 11);
Consolidated Balance Sheets as of September 30, 1998 and
1997;
Consolidated Statements of Operations for the Years Ended
September 30, 1998, 1997, and 1996;
Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 1998, 1997, and 1996;
Consolidated Statements of Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996;
Notes to Consolidated Financial Statements.
The purpose of filing this Form 10-K/A is to add the following
report, together with the consent filed as Exhibit 23 hereto:
Report of Independent Accountants, dated January 30, 1998.
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2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following are included in the Form 10-K incorporated herein
by reference:
Independent Auditors' Report dated November 23, 1998
(December 23, 1998 as to the second paragraph of Note 11);
Supplemental Schedule II - Valuation Accounts for the
Three Years Ended September 30, 1998;
Other schedules required by Rule 5.04 of Regulation S-X
are omitted because of the absence of the conditions under
which they are required or because the required
information is included in the consolidated financial
statements or related notes.
3. EXHIBITS
The purpose of filing this Form 10-K/A is to add the report and
consent of PricewaterhouseCoopers LLP, as Exhibit 23. See "Ballard
Medical Products Index to Exhibits" attached to this report.
(b) REPORTS ON FORM 8-K
On March 10, 1998 and July 14, 1998 the Company filed Form 8-Ks
with regard to its acquisition of Tri-Med Specialties, Inc. The
Company filed an amended Form 8-K on July 20, 1998 to voluntarily
restate its financial statements to reflect the pooling of interests
in its acquisition of Tri-Med.
(c) EXHIBITS
See "Ballard Medical Products Index to Exhibits" attached to
this report.
(d) SEPARATE FINANCIAL STATEMENT
SCHEDULES
Not applicable.
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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: January 19, 1999 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: January 19, 1999 By: Dale H. Ballard
Director
Date: January 19, 1999 By: E. Martin Chamberlain
Director
Date: January 19, 1999 By: Dale H. Ballard, Jr.
Director
Date: January 19, 1999 By: Paul W. Hess
Director
Date: January 19, 1999 By: Kenneth R. Sorenson
Treasurer (Principal
Financial Officer)
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Tri-Med Specialties, Inc.:
We have audited the balance sheets of Tri-Med Specialties, Inc.
(the Company) as of September 30, 1997 and 1996, and the related
statements of operations, changes in stockholders' equity, and cash
flows for the year ended September 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Tri-Med Specialties, Inc. as of September 30, 1997 and 1996 and the
results of its operations and its cash flows for the year ended
September 30, 1997, in conformity with generally accepted accounting
principles.
Kansas City, Missouri PricewaterhouseCoopers LLP
January 30, 1998 Coopers & Lybrand L.L.P.
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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, 3.4, 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.
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EXHIBIT EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED PAGE
NO.
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: Incorporated herein by
1997 Incentive Stock reference to Exhibit 10.9
Option Plan to Form 10-K filed December
15, 1997.
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
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EXHIBIT EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED PAGE
NO.
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)
11 Computation of Incorporated herein by
Income Per Common reference to Exhibit 11
Share and Common to Form 10-K, filed
Equivalent Share December 30, 1998
12 Not Applicable
13 Ballard Medical Incorporated herein by
Products 1998 Annual reference to Exhibit 13
Report for the year to Form 10-K, filed
ended September 30, December 30, 1998
1998
16 Not Applicable
18 Not Applicable
21 Subsidiaries of Incorporated herein by
Ballard Medical reference to Exhibit 21
Products to Form 10-K, filed
December 30, 1998
22 Not Applicable
23 Consent of
Independent
Accountants
24 Not Applicable
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EXHIBIT EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED PAGE
NO.
25 Not Applicable
26 Not Applicable
27 Financial Data Incorporated herein by
Schedule reference to Exhibit 27
to Form 10-K, filed
December 30, 1998
28 Not Applicable
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statements on Form S-3 (Nos. 33-23232, 33-34384, 33-
43910, 33-50040, 333-18661, and 333-59471) and in the Registration
Statements on Form S-8 (Nos. 33-25628, 33-36851, 33-41720, 33-56302,
33-73194, 33-57735, 333-01941, 333-22827, and 333-59465) of Ballard
Medical Products of our report dated January 30, 1998, on our audits
of the financial statements of Tri-Med Specialties, Inc. as of
September 30, 1997 and 1996 and the year ended September 30, 1997
which report is included in this Annual Report on Form 10-KA.
Kansas City, Missouri
January 15, 1999 PricewaterhouseCoopers LLP
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