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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 1997
INTERPORE INTERNATIONAL
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(Exact name of registrant as specified in its charter)
California 0-22598 95-3043318
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) identification number)
181 Technology Drive, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
(714) 453-3200
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Registrant's telephone number, including area code
Not applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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A current report on Form 8-K was filed on May 14, 1997 by Interpore
International ("Interpore") describing the sale of certain assets
and the assumption of certain liabilities of Interpore Dental,
Inc., a wholly-owned subsidiary of the Company, to Steri-Oss Inc.,
a privately-held corporation located in Yorba Linda, California.
Pursuant to Item 7 (b) (2) of Form 8-K, the report omitted the
unaudited pro forma financial information for Interpore on a basis
reflecting the disposition of assets. The Form 8-K filed May 14,
1997 is hereby amended to provide the following information
previously omitted.
(b) Pro forma financial information:
<TABLE>
<CAPTION>
Page no.
-------------
<S> <C>
Unaudited Pro Forma Condensed Consolidated 4
Statement of Income for the Three Months ended
March 31, 1997
Unaudited Pro Forma Condensed Consolidated 5
Statement of Income for the Year ended
December 31, 1996
Unaudited Pro Forma Condensed Consolidated 6
Balance Sheet as of March 31, 1997
Notes to Unaudited Pro Forma Condensed 7
Consolidated Financial Statements
</TABLE>
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UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following Pro Forma Condensed Consolidated Statements of Income for the
three months ended March 31, 1997 and for the year ended December 31, 1996
present unaudited pro forma operating results for Interpore as if the sale of
assets and assumption of liabilities of Interpore Dental, Inc. to Steri-Oss
Inc., which was consummated on May 1, 1997, (the "Transaction") had occurred as
of the beginning of the periods presented. The following Pro Forma Condensed
Consolidated Balance Sheet as of March 31, 1997 presents the unaudited pro forma
financial condition of Interpore as if the Transaction had occurred as of March
31, 1997.
The unaudited pro forma adjustments are described in the accompanying notes. The
unaudited pro forma adjustments represent Interpore's preliminary determination
of the necessary adjustments and are based upon certain assumptions Interpore
considers reasonable under the circumstances. Final amounts may differ from
those set forth below. The unaudited pro forma financial information presented
does not consider any future events which may occur after the sale of assets.
THE UNAUDITED PRO FORMA FINANCIAL INFORMATION IS PRESENTED FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF THE OPERATING RESULTS OR
FINANCIAL POSITION THAT WOULD HAVE OCCURRED HAD THE TRANSACTION BEEN CONSUMMATED
AT THE DATES INDICATED, NOR IS IT NECESSARILY INDICATIVE OF FUTURE OPERATING
RESULTS OR FINANCIAL POSITION OF INTERPORE FOLLOWING THE SALE OF ASSETS.
The unaudited pro forma condensed financial information should be read in
conjunction with the consolidated financial statements of Interpore and the
related notes thereto contained in (i) Interpore's Annual Report on Form 10-K
for the year ended December 31, 1996, and (ii) Interpore's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997.
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Interpore International
Unaudited Pro Forma Condensed Consolidated Statement of Income
Three months ended March 31, 1997
(in thousands, except per share data)
<TABLE>
<CAPTION>
Less dental Pro forma Pro forma
Historical business adjustments adjusted
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<S> <C> <C> <C> <C>
Net sales $ 4,725 $ (1,444) $ 89 a $ 3,370
Cost of goods sold 1,269 (702) 32 a 599
Royalty expense 34 (34) - -
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Gross profit 3,422 (708) 57 2,771
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Operating expenses:
Research and development 529 - (10)b 519
Selling and marketing 2,247 (748) (23)b 1,476
General and administrative 619 (43) (46)b 530
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Total operating expenses 3,395 (791) (79) 2,525
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Income from operations 27 83 136 246
Total interest and other income, net 232 - 8 c 240
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Income before taxes 259 83 144 486
Provision for income taxes - - - -
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Net income $ 259 $ 83 $ 144 $ 486
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Net income per share $ 0.04 $ 0.07
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Shares used in computing
net income per share 7,316 7,316
</TABLE>
See accompanying Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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Interpore International
Unaudited Pro Forma Condensed Consolidated Statement of Income
Year ended December 31, 1996
(in thousands, except per share data)
<TABLE>
<CAPTION>
Less dental Pro forma Pro forma
Historical business adjustments adjusted
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<S> <C> <C> <C> <C>
Net sales $ 19,917 $ (7,144) $ 394 a $ 13,167
Cost of goods sold 5,394 (2,895) 142 a 2,641
Royalty expense 249 (249) - -
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Gross profit 14,274 (4,000) 252 10,526
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Operating expenses:
Research and development 2,001 - (40)b 1,961
Selling and marketing 9,826 (3,360) (91)b 6,375
General and administrative 2,552 (252) (183)b 2,117
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Total operating expenses 14,379 (3,612) (314) 10,453
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Income (loss) from operations (105) (388) 566 73
Total interest and other income, net 763 - 33 c 796
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Income before taxes 658 (388) 599 869
Provision for income taxes - - - -
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Net income $ 658 $ (388) $ 599 $ 869
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Net income per share $ 0.09 $ 0.12
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Shares used in computing
net income per share 7,468 7,468
</TABLE>
See accompanying Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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Interpore International
Unaudited Pro Forma Condensed Consolidated Balance Sheet
March 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Less dental Pro forma
Historical business adjusted
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<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,211 $ 662 d $ 8,873
Short-term investments 3,054 - 3,054
Accounts receivable, net 3,148 (950) 2,198
Inventories 3,361 (1,504) 1,857
Prepaid expenses 710 (66) 644
Deferred income taxes 596 - 596
Other current assets 124 749 e 873
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Total current assets 19,204 (1,109) 18,095
Property, plant and equipment, net 606 (28) 578
Deferred income taxes 904 - 904
Other assets 28 - 28
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Total assets $ 20,742 $ (1,137) $ 19,605
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 779 (385) 394
Accrued compensation and related expenses 463 - 463
Accrued sales taxes 281 - 281
Deferred rent payable 81 - 81
Other accrued liabilities 318 (52) 266
Current portion of long-term debt 3 - 3
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Total current liabilities 1,925 (437) 1,488
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Shareholders' equity:
Series E convertible preferred stock 484 - 484
Common stock 35,460 - 35,460
Accumulated deficit (17,127) (700)f (17,827)
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Total shareholders' equity 18,817 (700) 18,117
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Total liabilities and shareholders' equity $ 20,742 $ (1,137) $ 19,605
============= ============== ==============
</TABLE>
See accompanying Notes to Unaudited Pro Forma
Condensed Consolidated Financial Statements.
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Interpore International
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
a) Pursuant to a distribution agreement entered into in connection with the
Transaction, the Company has agreed to manufacture and provide its
Interpore 200 Porous Hydroxyapatite for worldwide distribution by
Steri-Oss in the oral/maxillofacial market. This adjustment reflects sales
of Interpore 200 material for the periods presented had they been invoiced
at the prices provided for in the distribution agreement with Steri-Oss.
b) In connection with the Transaction, personnel that were directly
associated with the dental business were separated from the Company. The
elimination of these ongoing costs are reflected in the columns titled
"Less dental business." In addition, personnel reductions were made in
other parts of the Company not directly associated with the dental
business because of reduced operations following the Transaction. This
adjustment reflects the savings which would have resulted had these
personnel reductions occurred as of the beginning of the periods
presented.
c) Reflects incremental interest income at 5% on approximately $662,000 in
net cash proceeds ($1.5 million received from Steri-Oss on May 1, 1997,
less an estimated $838,000 in transaction costs including employee
separation payments, broker commission, consulting agreements and other
legal and administrative fees) resulting from the sale of the dental
business.
d) Reflects net cash proceeds of approximately $662,000 resulting from the
sale of the dental business (see Note c).
e) Reflects the deferred payment, estimated at $749,000, to be received from
Steri-Oss in January 1998 in connection with the sale of the dental
business.
f) Reflects an estimated loss on the sale of the dental business of $700,000.
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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 hereunto duly authorized.
Dated: July 1, 1997 INTERPORE INTERNATIONAL
By: /s/ Richard L. Harrison
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Name: Richard L. Harrison
Title: Chief Financial Officer
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