<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
CURRENT REPORT
ON FORM 8-K/A
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
------------------------------------
Date of Report (Date of earliest event reported)
December 31, 1997
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
NY 0-16093 16-0977505
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
310 Broad Street, Utica New York 13501
(Address of principal executive offices) (Zip Code)
(315) 797-8375
(Registrant's telephone number, including area code)
NA
(Former name or former address, if changed since last report)
<PAGE> 2
Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On December 31, 1997, CONMED Corporation ("CONMED" or the "Company")
acquired all the issued and outstanding shares of common stock of Linvatec
Corporation ("Linvatec"), a Florida corporation, as well as certain related
assets (the "Linvatec Acquisition"). This acquisition was reported on a Current
Report on Form 8-K filed by CONMED on January 8, 1998. Item 7 herein supplements
the earlier filing by providing the required financial statements.
Items 3-6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired
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<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of CONMED Corporation
We have audited the accompanying statement of assets acquired and
liabilities assumed as of December 31, 1997 and 1996 and the related statement
of net sales and direct operating expenses of the Linvatec Business Unit (the
"Business"), a division of Zimmer, Inc., a wholly-owned subsidiary of
Bristol-Myers Squibb Company, for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility of
management. Our responsibility is to express an opinion on these 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 statement of assets acquired and
liabilities assumed and the statement of net sales and direct operating expenses
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in these statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of these
statements. We believe that our audits provide a reasonable basis for our
opinion.
The accompanying statements reflect the assets acquired and liabilities
assumed and the net sales and direct operating expenses attributable to the
Business as described in Note 2, and are not intended to be a complete
presentation of the assets, liabilities, revenues or expenses of the Business.
In our opinion, the statements referred to above present fairly, in all
material respects, the assets and liabilities described in Note 2 as of December
31, 1997 and 1996, and the net sales and direct operating expenses of the
Business as described in Note 2 for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
As discussed in Note 1, on December 31, 1997 the Business was sold to
CONMED Corporation.
PRICE WATERHOUSE LLP
Syracuse, New York
January 23, 1998
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<PAGE> 4
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED
SUBSIDIARY OF BRISTOL-MYERS SQUIBB COMPANY)
STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
------- -------
<S> <C> <C>
ASSETS ACQUIRED:
Current assets:
Accounts receivable, net (Note 4)...................................... $22,179 $19,353
Inventories, net (Note 5).............................................. 49,353 35,258
Prepaid expenses....................................................... 48 218
------- -------
Total current assets........................................... 71,580 54,829
Property, plant & equipment, net (Note 6)................................ 14,980 12,279
Equipment on loan and other assets, net of accumulated amortization of
$4,869 and $5,576, respectively........................................ 4,443 4,056
Intellectual property, net of accumulated amortization of $988 and
$1,014, respectively................................................... 1,138 911
------- -------
TOTAL ASSETS ACQUIRED.......................................... 92,141 72,075
------- -------
LIABILITIES ASSUMED:
Current liabilities:
Accounts payable....................................................... 9,600 7,196
Accrued liabilities (Note 7)........................................... 6,216 4,840
------- -------
Total current liabilities...................................... 15,816 12,036
Other liabilities.............................................. 1,379 1,572
------- -------
TOTAL LIABILITIES ASSUMED...................................... 17,195 13,608
------- -------
NET ASSETS ACQUIRED............................................ $74,946 $58,467
------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
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<PAGE> 5
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED
SUBSIDIARY OF BRISTOL-MYERS SQUIBB COMPANY)
STATEMENT OF NET SALES AND DIRECT OPERATING EXPENSES (IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
NET SALES.................................................. $ 218,708 $ 218,926 $ 228,377
-------- -------- --------
EXPENSES (NOTE 2):
Cost of goods sold....................................... 81,563 82,969 89,079
Commissions.............................................. 25,037 26,081 25,544
Sales force.............................................. 16,105 17,558 16,817
General and administrative............................... 12,051 12,282 16,840
Other marketing.......................................... 9,979 11,433 13,741
Promotion................................................ 9,646 10,382 12,704
Research and development................................. 7,977 8,323 9,191
Distribution............................................. 4,234 3,585 3,970
Warranty................................................. 1,647 3,346 2,383
-------- -------- --------
Total expenses................................... 168,239 175,959 190,269
-------- -------- --------
Net sales over direct expenses............................. $ 50,469 $ 42,967 $ 38,108
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE> 6
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED SUBSIDIARY OF BRISTOL-MYERS SQUIBB
COMPANY)
NOTES TO STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AND OF NET SALES AND DIRECT OPERATING EXPENSES
(IN THOUSANDS)
1. DESCRIPTION OF BUSINESS
Effective December 31, 1997, CONMED Corporation ("CONMED") acquired the
Linvatec Business Unit ("Linvatec" or the "Business"), comprising the
outstanding shares of common stock of Linvatec Corporation, a wholly-owned
subsidiary of Bristol-Myers Squibb Company ("BMS"), and certain other assets
from BMS and its affiliates.
The Business designs, manufactures and globally distributes arthroscopy
products and powered surgical instruments. Linvatec's arthroscopy products are
used primarily by orthopedic surgeons while its electric, battery and pneumatic
powered instruments (marketed under the "Hall Surgical" brand) are used by a
broad cross-section of surgeons in other fields.
In June 1990, BMS purchased Concept, Inc. and its name was changed to
Linvatec Corporation in July 1991. All of the assets acquired and liabilities
assumed by BMS at that time were recorded at their fair market value at the date
of purchase. In January 1994, Linvatec became a division of Zimmer, Inc.
("Zimmer"), a wholly-owned subsidiary of BMS.
In 1995, Hall Surgical, a division of Zimmer, was integrated into Linvatec.
In 1996, Linvatec acquired Envision, a California-based imaging company. The
acquisition was accounted for as a purchase of assets.
2. BASIS OF PRESENTATION
The accompanying statements of assets acquired and liabilities assumed and
net sales and direct operating expenses have been prepared in accordance with
generally accepted accounting principles and were derived from the historical
accounting records of BMS and do not give effect to the acquisition of the
Business by CONMED. Complete financial statements, including a historical
balance sheet and statement of cash flows, were not prepared as BMS did not
maintain various financial statement components as discrete items for the
Business. Accordingly, the statement of assets acquired and liabilities assumed
does not include, among other components, cash, income taxes payable, deferred
income taxes, borrowings or stockholders' equity.
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<PAGE> 7
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED SUBSIDIARY OF BRISTOL-MYERS SQUIBB
COMPANY)
NOTES TO STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AND OF NET SALES AND DIRECT OPERATING EXPENSES -- (CONTINUED)
(IN THOUSANDS)
The statement of net sales and direct operating expenses includes amounts
directly attributable to the manufacture, sale and distribution of the products
of the Business which have been historically segregated in the accounting
records of BMS. Outside of the United States, all products of the Business are
marketed, sold and distributed by Zimmer. Additionally, all Hall Surgical
products and certain arthroscopy products of the Business sold in the United
States are marketed, sold and distributed by Zimmer. Zimmer also provides
certain marketing, promotional and customer and technical services. To the
extent not directly identifiable with Linvatec, expenses are allocated to
Linvatec by BMS and Zimmer primarily based on the proportion of Linvatec sales
to those of other BMS operations benefiting from the common expenses. Linvatec's
management believes the allocation bases are reasonable. The aggregate allocated
amounts included in the statement of net sales and direct operating expenses are
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Cost of goods sold.................................... $ 8,359 $ 9,231 $ 8,973
Commissions........................................... 1,113 1,083 2,762
Sales force........................................... 9,135 10,085 8,280
General and administrative............................ 8,766 7,945 10,547
Other marketing....................................... 4,091 3,561 4,490
Promotion............................................. 41 49 22
Research and development.............................. 1,652 1,470 1,876
Distribution.......................................... 3,742 3,554 3,334
------- ------- -------
$36,899 $36,978 $40,284
======= ======= =======
</TABLE>
BMS performs certain administrative functions for legal, payroll,
insurance, treasury and internal audit for the Business. Such expenses, as well
as interest expense, income tax expense, any gains or losses related to foreign
exchange, and certain other corporate overhead costs, are not included in the
statement of net sales and direct operating expenses, as BMS did not maintain
these components as discrete items for the Business.
As discussed above, all of Linvatec's international business is transacted
by Zimmer which did not maintain separate trade accounts receivable records on
behalf of Linvatec. Such receivables are not included in the statement of net
assets acquired and were also not included among the assets acquired by CONMED.
Net sales for the international business presented in the statement of net sales
and direct operating expenses were $67,453, $67,851 and $75,267 for the years
ended December 31, 1995, 1996 and 1997, respectively.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventories
Inventories, net of reserves for obsolete and slow-moving goods, are
generally stated at average cost, not in excess of market value.
Property, Plant and Equipment
Expenditures for additions, renewals and betterments are capitalized at
cost. Depreciation is generally computed by the straight-line method based on
the estimated useful lives of the related assets, ranging from 3 to 10 years.
-7-
<PAGE> 8
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED SUBSIDIARY OF BRISTOL-MYERS SQUIBB
COMPANY)
NOTES TO STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AND OF NET SALES AND DIRECT OPERATING EXPENSES -- (CONTINUED)
(IN THOUSANDS)
Equipment on Loan
Equipment on loan primarily consists of equipment, consistent with industry
practice, loaned to customers that purchase Linvatec's related disposable
products. This equipment is amortized over the contract life, ranging from 2 to
3 years. Amortization expense for the years ended December 31, 1995, 1996 and
1997 was $1,654, $2,038 and $2,707, respectively.
Intellectual Property
Intellectual property primarily consists of a licensing agreement and
certain patent rights which were capitalized at cost. Amortization is computed
by the straight-line method based on the estimated useful lives of the related
assets, ranging from 5 to 14 years. Amortization expense for the years ended
December 31, 1995, 1996 and 1997 was $714, $714 and $230, respectively.
Use of Estimates
The preparation of these statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of these statements and the
reported amounts of net sales and direct operating expenses during the reporting
period. Actual results could differ from those estimates.
4. ACCOUNTS RECEIVABLE, NET
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
------- -------
<S> <C> <C>
Trade receivables........................................................ $21,902 $20,671
Miscellaneous receivables................................................ 1,066 490
------- -------
22,968 21,161
Allowance for doubtful accounts.......................................... (789) (1,808)
------- -------
Accounts receivable, net................................................. $22,179 $19,353
======= =======
</TABLE>
5. INVENTORIES, NET
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1997
------- -------
<S> <C> <C>
Raw materials............................................................ $21,872 $17,911
Work-in-process.......................................................... 4,654 2,073
Finished goods........................................................... 32,095 21,956
------- -------
58,621 41,940
Reserves for obsolete and slow-moving goods.............................. (9,268) (6,682)
------- -------
Inventory, net........................................................... $49,353 $35,258
======= =======
</TABLE>
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<PAGE> 9
LINVATEC BUSINESS UNIT
(A DIVISION OF ZIMMER, INC., A WHOLLY-OWNED SUBSIDIARY OF BRISTOL-MYERS SQUIBB
COMPANY)
NOTES TO STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
AND OF NET SALES AND DIRECT OPERATING EXPENSES -- (CONTINUED)
(IN THOUSANDS)
6. PROPERTY, PLANT AND EQUIPMENT, NET
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1996 1997
-------- --------
<S> <C> <C>
Land................................................................... $ 119 $ --
Buildings.............................................................. 913 --
Leasehold improvements................................................. 3,193 3,272
Machinery and equipment................................................ 33,396 34,057
Construction in progress............................................... 316 70
-------- --------
37,937 37,399
Accumulated depreciation............................................... (22,957) (25,120)
-------- --------
Property, plant and equipment, net..................................... $ 14,980 $ 12,279
======== ========
</TABLE>
Depreciation expense was $4,288, $4,354 and $3,680 for the years ended
December 31, 1995, 1996 and 1997, respectively.
7. ACCRUED LIABILITIES
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1996 1997
------ ------
<S> <C> <C>
Salaries................................................................... $5,327 $4,198
Employee fringe benefits................................................... 826 516
Other...................................................................... 63 126
------- -------
$6,216 $4,840
======= =======
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
Linvatec leases facilities which are classified as operating leases.
Expenses under all operating leases were approximately $2,067, $2,297 and $2,376
for the years ended December 31, 1995, 1996 and 1997, respectively. Future
minimum lease payments under these non-cancelable operating leases as of
December 31, 1997 are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
-------------------------------------------------------------------
<S> <C>
1998..................................................... $ 2,152
1999..................................................... 1,985
2000..................................................... 2,030
2001..................................................... 2,100
2002..................................................... 2,149
Thereafter............................................... 14,363
-------
Total minimum lease payments................... $24,779
=======
</TABLE>
Linvatec is subject to legal proceedings and claims which have arisen in
the ordinary course of business. Although there can be no assurance as to the
ultimate disposition of these matters, it is the opinion of Linvatec management,
based upon the information available at this time, that the expected outcome of
these matters, individually or in the aggregate, will not have a material
adverse effect on the financial position or results of operations of Linvatec.
-9-
<PAGE> 10
(b) Pro Forma Financial Information
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited Pro Forma Consolidated Statement of Income for the
year ended December 31, 1997 has been prepared to reflect adjustments to the
Company's historical results of operations to give pro forma effect to the
Linvatec Acquisition, as if the Linvatec Acquisition had occurred as of January
1, 1997. These pro forma statements have been prepared by the Company based on
the audited financial statements of the Company and Linvatec for the year ended
December 31, 1997. The Company's balance sheet at December 31, 1997 includes the
effects of the Linvatec Acquisition.
The Company has accounted for the Linvatec Acquisition using the purchase
method of accounting, under which tangible and identifiable intangible assets
acquired and liabilities assumed are recorded at their respective fair values.
Adjustments to the Pro Forma Consolidated Statement of Income include such
adjustments as are necessary to give effect to events that are directly
attributable to the Linvatec Acquisition, which are expected to have a
continuing impact on the Company and are factually supportable. The adjustments
related to the Pro Forma Consolidated Statement of Income assume the Linvatec
Acquisition was consummated on January 1, 1997. Allocations of the purchase
price in the Linvatec Acquisition have been determined based on estimates of
fair market value and, therefore, are subject to change. Differences between
the amounts included herein and the final allocations are not expected to be
material.
The Company's historical results of operations include the results of
operations of the surgical suction product line acquired from the Davol
subsidiary ("Davol") of C.R. Bard, Inc. from July 1, 1997, the date of
acquisition. The unaudited Pro Forma Consolidated Statement of Income for the
year ended December 31, 1997 has not been adjusted to include the results of
operations of the product line acquired from Davol prior to July 1, 1997.
These pro forma statements are not necessarily indicative of the financial
position or results of operations which would have been attained had the
Linvatec Acquisition been consummated on the date indicated or which may be
attained in the future.
-10-
<PAGE> 11
CONMED CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL HISTORICAL LINVATEC PRO
CONMED LINVATEC ADJUSTMENTS FORMA
-------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales.......................... $138,270 $ 228,377 $ (39,213)(1) $ 327,434
Cost of sales...................... 74,220 89,079 (2,427)(1) 164,272
3,400(2)
-------- -------- -------- --------
Gross profit....................... 64,050 139,298 (40,186) 163,162
Selling and administrative
expense.......................... 35,299 91,999 (27,062)(1) 100,781
(7,169)(3)
7,714(4)
Research and development expense... 3,037 9,191 (930)(3) 11,298
Unusual items...................... 37,242 -- 37,242
-------- -------- -------- --------
Income (loss) from operations...... (11,528) 38,108 (12,739) 13,841
Interest income (expense), net..... 823 -- (29,200)(5) (29,402)
(1,025)(6)
-------- -------- -------- --------
Income (loss) before income tax.... (10,705) 38,108 (42,964) (15,561)
Provision (benefit) for income
tax.............................. (3,640) -- (1,748)(7) (5,388)
-------- -------- -------- --------
Net income (loss).................. $ (7,065) $ 38,108 $ (41,216) $ (10,173)
======== ======== ======== ========
Earnings (loss) per share:
Basic............................ $ (0.47) $ (0.68)
======== ========
Diluted.......................... $ (0.47) $ (0.68)
======== ========
Weighted average number of common
shares used in calculating:
Basic earnings (loss) per
share......................... 14,997 14,997
Diluted earnings (loss) per
share......................... 14,997 14,997
Other financial data:
Depreciation and amortization.... $ 6,954 $ 6,617 $ 7,714 $ 21,285
EBITDA (8)....................... $ 32,668 $ 44,725 $ (1,625) $ 75,768
Deficiency of earnings to cover
fixed charges (9).............. $(11,381) $ (16,384)
</TABLE>
See accompanying notes to the Unaudited Pro Forma Consolidated Financial
Information
for an explanation of the pro forma adjustments.
-11-
<PAGE> 12
CONMED CORPORATION
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
(1) Linvatec historically distributed certain products through Zimmer, a
subsidiary of BMS. In connection with the Linvatec Acquisition, the
Company entered into distribution agreements with Zimmer to continue to
distribute certain of Linvatec's products in various parts of the world
where Zimmer had previously distributed these certain products. See
"Business -- Marketing" in the Company's Annual Report on Form 10-K for
the year ended December 31, 1997. The historical net sales and cost of
sales amounts included in the Linvatec financial statements include
allocations from Zimmer for the revenue derived from the sales by Zimmer
to the end user (as opposed to the revenue derived from the sale by
Linvatec to Zimmer) and the related expenses of Zimmer's distribution
effort. Adjustments have been made to the Unaudited Pro Forma Statement of
Income to reduce net sales by $39,213, to reflect the lower selling prices
by using Zimmer to sell to end users rather than selling directly to end
users. Similarly, adjustments have been made to the Unaudited Pro Forma
Statement of Income to reduce cost of sales by $2,427 and to reduce
general and administrative expenses by $27,062, to reflect the elimination
of expenses that were allocated by Zimmer to Linvatec in connection with
the sale of Linvatec's products.
(2) As required by purchase accounting in connection with the Linvatec
Acquisition, the Company increased inventory by $3,400 over the cost to
produce to value such inventory at its fair value at the acquisition date.
For purposes of the Unaudited Pro Forma Statement of Income, this increased
inventory value has been charged to cost of sales in 1997, based upon the
assumption that the related inventory was sold in the pro forma period.
(3) The Linvatec historical financial statements include allocations of
corporate expenses of Zimmer and BMS. Pro forma adjustments of $7,169 and
$930 have been made to reduce general and administrative expense and
research and development expense, respectively, for all such allocated
expenses. BMS provided certain legal, treasury, internal audit and other
administrative functions on behalf of Linvatec, for which no expense is
included in the Historical Linvatec amounts. No pro forma adjustment has
been made for such services, which are assumed to be provided by the
existing management and administrative personnel of the Company.
(4) As required by purchase accounting in connection with the Linvatec
Acquisition, the Company recorded goodwill and other intangibles of
$274,000. Amortization of goodwill (40-year period) and other intangibles (5
to 40-year periods) totals approximately $7,714 per year and that amount has
been included in selling and administrative expense in the Unaudited Pro
Forma Statement of Income.
(5) To finance the Linvatec Acquisition, the Company entered into the credit
agreement attached as Exhibit 10.1 to this Current Report on Form 8-K/A (the
"Credit Facility"). For purposes of this Unaudited Pro Forma Statement of
Income, it has been assumed that the Company financed $365,000 of the
acquisition price under the Credit Facility, resulting in interest expense
of $29,200, assuming an average borrowing rate of 8.0%.
(6) The Company incurred $5,625 of debt financing cost in connection with the
Credit Facility. Amortization of such debt financing costs over the 5.49
year average life of the Credit Facility equals $1,025.
(7) To record the income tax benefit for the difference between the Linvatec
historical income before income tax ($38,108) and the adjustments related to
the Linvatec Acquisition ($42,964), at an assumed rate of 36%, $1,748 is
added to the benefit for income tax.
-12-
<PAGE> 13
(8) EBITDA represents earnings before interest expense, income taxes,
depreciation and amortization, other income, unusual items and inventory
write-up pursuant to purchase accounting. EBITDA is included herein because
certain investors consider it to be a useful measure of a company's ability
to service its debt; however, EBITDA does not represent cash flow from
operations, as defined in generally accepted accounting principles, and
should not be considered in isolation or as a substitute for net income or
cash flow from operations or as a measure of profitability or liquidity.
(9) The deficiency of earnings to cover fixed charges is calculating by
subtracting fixed charges from income from operations before income taxes
and extraordinary items plus fixed charges. Fixed charges include interest
expense, amortization of debt issuance costs and the estimated interest
component of rent expense.
-13-
<PAGE> 14
(c) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Description
2.1 (a) Stock and Asset Purchase Agreement
dated as of November 26, 1997 between
Bristol-Myers Squibb Company and
CONMED Corporation, as amended by an
amendment dated as of December 31, 1997
(previously filed).
2.1 (b) Amendment dated as of December 31, 1997,
between Bristol-Myers Squibb Company and
CONMED Corporation, to the Stock and
Asset Purchase Agreement, dated as of
November 26, 1997 between Bristol-Myers
Squibb Company and CONMED (previously filed).
4.1 Warrant, dated as of December 31, 1997,
issued to Bristol-Myers Squibb Company
(previously filed).
10.1 Credit Agreement, dated as of December
29, 1997, among CONMED Corporation, the
several banks and other financial
institutions or entities from time to
time parties to the Agreement, Chase
Securities Inc., Salomon Brothers
Holding Company, Inc, and The Chase
Manhattan Bank (previously filed).
10.2 Guarantee and Collateral Agreement,
dated as of December 31, 1997, made by
CONMED Corporation and certain of its subsidiaries
in favor of The Chase Manhattan Bank
(previously filed).
23 Consent, dated February 17, 1998, of Price
Waterhouse LLP, independent auditors for
Linvatec Corporation.
99 Press release dated December 31, 1997, of CONMED
Corporation, announcing the acquisition of Linvatec
Corporation and certain related assets (previously filed).
Items 8-9. Not Applicable.
-14-
<PAGE> 15
SIGNATURE
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 thereunto duly authorized.
CONMED CORPORATION
By /s/ Joseph J. Corasanti
_____________________________________
Name: Joseph J. Corasanti
Title: Vice President-Legal Affairs
Date: February 17, 1998
-15-
<PAGE> 16
EXHIBIT INDEX
Exhibit Description Sequential
No. Page No.
2.1 (a) Stock and Asset Purchase Agreement
dated as of November 26, 1997 between
Bristol-Myers Squibb Company and
CONMED Corporation, as amended by an
amendment dated as of December 31, 1997
(previously filed).
2.1 (b) Amendment dated as of December 31, 1997,
between Bristol-Myers Squibb Company and
CONMED Corporation, to the Stock and
Asset Purchase Agreement, dated as of
November 26, 1997 between Bristol-Myers
Squibb Company and CONMED (previously filed).
4.1 Warrant, dated as of December 31, 1997,
issued to Bristol-Myers Squibb Company
(previously filed).
10.1 Credit Agreement, dated as of December
29, 1997, among CONMED Corporation, the
several banks and other financial
institutions or entities from time to
time parties to the Agreement, Chase
Securities Inc., Salomon Brothers
Holding Company, Inc, and The Chase
Manhattan Bank (previously filed).
10.2 Guarantee and Collateral Agreement,
dated as of December 31, 1997, made by
CONMED Corporation and certain of its
subsidiaries in favor of The Chase
Manhattan Bank (previously filed).
23 Consent, dated February 17, 1998, of
Price Waterhouse LLP, independent
auditors for Linvatec Corporation.
99 Press Release dated December 31,
1997, of CONMED Corporation,
announcing the acquisition of
Linvatec Corporation and certain
related assets (previously filed).
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-23514, 33-49422 and 33-49526) of the CONMED
Corporation of our report dated January 23, 1998 with respect to the Linvatec
Business Unit appearing on page 3 of CONMED Corporation's Current Report on
Form 8-K/A dated February 17, 1998.
PRICE WATERHOUSE LLP
Syracuse, New York
February 17, 1998
