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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________
TO _________________.
Commission File No. 0-14902
MERIDIAN DIAGNOSTICS, INC.
Incorporated under 3471 River Hills Drive IRS Employer ID
the Laws of Ohio Cincinnati, Ohio 45244 No. 31-0888197
Phone: (513) 271-3700
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock
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 NO
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X
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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. [X]
The aggregate market value of Common Stock held by non-affiliates is $69,733,000
based on a closing sale price of $7.25 per share on December 9, 1999. As of
December 9, 1999, 14,585,390 shares of no par value Common Stock were issued and
outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for 1999 furnished to
the Commission pursuant to Rule 14a-3(b) as specified and portions of the
Registrant's Proxy Statement filed with the Commission for its 2000 Annual
Meeting as specified are incorporated by reference in Parts II and III as
specified.
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The Company's consolidated financial statements as of September 30, 1999 and for
the year then ended and a Management's Discussion and Analysis of Financial
Condition and Results of Operations have been restated to reflect the correction
of a book-keeping error which occurred in June 1999 related to sales to the
Company's German subsidiary. The impact of this restatement is discussed in Note
1 to the Consolidated Financial Statements. This restatement is reflected in the
following amended sections of the Form 10-K:
Part II, Item 5 - Market for Registrant's Common Equity and
Related Stockholder Matters;
Part II, Item 6 - Selected Financial Data
Part II, Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Part II, Item 8 - Financial Statements and Supplementary Data;
Part IV, Item 14 - Exhibits, Financial Statements, Schedules
and Reports on Form 8-K.
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MERIDIAN DIAGNOSTICS, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K/A
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Page
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Part II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS..................................................4
ITEM 6 SELECTED FINANCIAL DATA.................................................................4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.....................................................4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(RESTATED)..............................................................................4
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES............................................5
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PART II.
ITEM 5.
MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
"Common Stock Information" on page 27 of the Registrant's Annual Report
to Shareholders for 1999 are incorporated herein by reference. "Quarterly
Financial Data," as restated, is included in Exhibit 13 to this Form 10- K/A.
There are currently no external restrictions on cash dividend payments.
Meridian follows a cash dividend policy consisting of regular quarterly
dividends and special year-end dividends. The Board has set a targeted payout
ratio of 45% to 55% of annual net earnings. Approximately 30% to 35% of
forecasted annual net earnings is intended to be paid in regular quarterly
dividends with any balance being paid as a year-end special dividend. All or a
portion of the year-end dividend may be paid in stock. The declaration and
amount of dividends are determined by the Board of Directors in its discretion
based upon its evaluation of earnings, cash flow requirements and future
business developments. There is no assurance that dividends will continue.
On November 19, 1997, Meridian declared a special fiscal 1997 year-end
dividend of $0.025 per share payable December 8, 1997 to shareholders of record
on November 28, 1997. Meridian paid quarterly dividends of $0.05 per share in
fiscal 1998 and fiscal 1999.
On November 17, 1999 the Board of Directors voted to increase the
quarterly cash dividend rate from $.05 per share to $.06 per share, an increase
of 20%.
ITEM 6.
SELECTED FINANCIAL DATA
The "Ten Year Summary", as restated, in Exhibit 13 to this Form 10-K/A
filed herewith is incorporated by reference. Long-term obligations (excluding
current portion) are as follows (amounts in thousands):
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1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C>
$21,366 $20,595 $20,581 $20,723 $22,436
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ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," as restated, is included in Exhibit 13 to this Form
10-K/A.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(RESTATED)
"Quarterly Financial Data" and the Consolidated Financial Statements of
the Registrant.
Consolidated Balance Sheets as of September 30, 1999 (restated) and
1998.
Consolidated Statements of Earnings for the years ended September 30,
1999 (restated), 1998 and 1997.
Consolidated Statements of Shareholders' Equity for the years ended
September 30, 1999 (restated), 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended September 30,
1999 (restated), 1998 and 1997.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants.
The Report of Independent Public Accountants has been restated in
Exhibit 13. Schedule II was previously filed.
All other supplemental schedules are omitted due to the absence of
conditions under which they are required or because the information is shown in
the Consolidated Financial Statements or Notes thereto.
The restated material is set forth in Exhibit 13 to this Form 10-K/A.
PART IV
ITEM 14.
(a)(3) Exhibits.
The following exhibits are filed with this Amendment:
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Exhibit Number Description of Exhibit
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13 Restated portions of 1999 Annual Report to Shareholders
23 Consent of Independent Public Accountants
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to its report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
MERIDIAN DIAGNOSTICS, INC.
By: /s/ William J. Motto
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Date: August 4, 2000 William J. Motto
Chairman of the Board
of Directors and Chief Executive
Officer (Principal Executive
Officer)
Date: August 4, 2000 By: /s/ Melissa Lueke
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Corporate Controller
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Report of Independent Public Accountants
To Meridian Diagnostics, Inc:
We have audited, in accordance with generally accepted auditing
standards, Meridian Diagnostic, Inc. and subsidiaries' restated consolidated
financial statements (see Note 1) included in Exhibit 13 to this Form 10-K/A,
and have issued our report thereon dated August 4, 2000. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of Meridian's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and regulations and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
August 4, 2000
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