<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1998
---------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ----------------
Commission file Number: 0-18338
I-FLOW CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0121984
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20202 Windrow Drive Lake Forest, CA 92630
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(949) 206-2700
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 (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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
As of June 30, 1998 there were 13,417,956 shares outstanding of Common
Stock and 656,250 shares outstanding of Series B Preferred Stock.
<PAGE> 2
I-FLOW CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1998 (Unaudited)
and December 31, 1997 3
Consolidated Statements of Operations for the three and six-month
periods ended June 30, 1998 and 1997 (Unaudited) 4
Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 1998 and 1997 (Unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
Part II: Other Information 10
Signatures 12
</TABLE>
<PAGE> 3
I-FLOW CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 742,000 $ 715,000
Accounts receivable, net 7,287,000 5,127,000
Inventories 4,843,000 4,058,000
Prepaids and other 451,000 140,000
------------ ------------
Total current assets 13,323,000 10,040,000
------------ ------------
PROPERTY:
Furniture, fixtures and equipment 9,275,000 4,170,000
Less accumulated depreciation (5,478,000) (1,939,000)
------------ ------------
Property, net 3,797,000 2,231,000
------------ ------------
OTHER ASSETS
Goodwill and other intangibles, net 6,776,000 3,983,000
Notes receivable and other 1,287,000 1,380,000
------------ ------------
TOTAL $ 25,183,000 $ 17,634,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,799,000 $ 1,828,000
Accrued payroll and related expenses 1,016,000 895,000
Deferred revenue 31,000 58,000
Current portion of long-term debt 1,777,000 1,000,000
Borrowings under line-of-credit 2,835,000 1,500,000
Other liabilities -- 186,000
------------ ------------
Total current liabilities 7,458,000 5,467,000
------------ ------------
LONG-TERM DEBT 3,954,000 1,579,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock - no par value; 5,000,000 shares
authorized; 656,250 series B shares issued and
outstanding at June 30, 1998 and December 31, 1997,
respectively (aggregate preference on liquidation
is $1,575,000) 1,494,000 1,494,000
Common stock - no par value; 40,000,000 shares
authorized; 13,417,956 and 12,393,619 shares
issued and outstanding at June 30, 1998 and
December 31, 1997, respectively 36,910,000 33,853,000
Common stock warrants 615,000 615,000
Accumulated deficit (25,248,000) (25,374,000)
------------ ------------
Net shareholders' equity 13,771,000 10,588,000
------------ ------------
TOTAL $ 25,183,000 $ 17,634,000
============ ============
</TABLE>
See accompanying notes to condolidated financial statements
3
<PAGE> 4
I-FLOW CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues $ 5,897,000 $ 5,057,000 $ 9,964,000 $ 9,362,000
----------- ----------- ----------- -----------
Costs and expenses:
Cost of sales 2,637,000 2,058,000 4,444,000 3,806,000
Selling and marketing 1,081,000 827,000 1,932,000 1,620,000
General and administrative 1,438,000 786,000 2,483,000 1,682,000
Amortization of intangibles 193,000 120,000 336,000 236,000
Product development 233,000 278,000 442,000 605,000
----------- ----------- ----------- -----------
Total costs and expenses 5,582,000 4,069,000 9,637,000 7,949,000
Operating profit 315,000 988,000 327,000 1,413,000
Interest income (expense) (165,000) (60,000) (317,000) (142,000)
Income taxes (17,000) (31,000) (24,000) (37,000)
----------- ----------- ----------- -----------
Net income (loss) $ 133,000 $ 897,000 $ (14,000) $ 1,234,000
=========== =========== =========== ===========
Net income (loss) per share
Basic $ 0.01 $ 0.07 $ -- $ 0.10
=========== =========== =========== ===========
Diluted $ 0.01 $ 0.07 $ -- $ 0.09
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
I-FLOW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1998 1997
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (14,000) $ 1,234,000
Adjustments to reconcile net income (loss)
to net cash provided by operations:
Depreciation and amortization 885,000 559,000
Changes in operating assets and liabilities:
Royalty receivable -- 1,000,000
Accounts receivable 378,000 (1,532,000)
Inventories (101,000) (859,000)
Prepaid expenses and other (158,000) (64,000)
Accounts payable, accrued and other liabilities (1,835,000) (595,000)
----------- -----------
Net cash provided (used) by operating activities (845,000) (257,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property (acquisitions) disposals (112,000) (437,000)
Change in other assets (105,000) (83,000)
----------- -----------
Net cash used by investing activities (217,000) (520,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in line of credit (751,000) --
Change in notes payable 1,705,000 (500,000)
Proceeds from exercise of stock options and warrants 13,000 563,000
----------- -----------
Net cash provided (used) by financing activities 967,000 63,000
----------- -----------
Effect of exchange rates on cash 122,000 --
NET DECREASE IN CASH AND CASH EQUIVALENTS 27,000 (714,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 715,000 1,651,000
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 742,000 $ 937,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid 218,000 164,000
----------- -----------
Income tax payments 24,000 38,000
----------- -----------
Liabilities issued and assumed in connection with acquisition:
Fair value of assets acquired (including intangibles) 8,254,000
Common stock issued 3,044,000
-----------
Liabilities issued and assumed 5,210,000
===========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
I-FLOW CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring adjustments) which, in the
opinion of management, are necessary to present fairly the financial
position of the Company at June 30, 1998 and the results of its operations
and its cash flows for the six-month periods ended June 30, 1998 and 1997.
Certain information and footnote disclosures normally included in financial
statements have been condensed or omitted pursuant to rules and regulations
of the Securities and Exchange Commission although the Company believes that
the disclosures in the financial statements are adequate to make the
information presented not misleading.
The financial statements included herein should be read in conjunction with
the financial statements of the Company, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 filed with the
Securities and Exchange Commission on March 31, 1998 and the financial
statements of Venture Medical, Inc. and InfuSystem II, Inc. included in the
Company's Current Report on Form 8-KA dated February 9, 1998.
Certain amounts previously reported have been reclassified to conform with
the presentation at June 30, 1998.
2. EARNINGS PER SHARE
In December 1997, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 128, Earnings per Share. SFAS No. 128 redefines
earnings per share under generally accepted accounting principles. Under the
new standard, primary net income per share is replaced by basic net income
per share and fully diluted net income per share is replaced by diluted net
income per share. All historical earnings per share information have been
restated as required by SFAS No. 128.
Basic net income (loss) per share is computed using the weighted average
number of common shares outstanding during the periods presented.
Diluted net income (loss) per share is computed using the weighted average
number of common and common equivalent shares outstanding during the periods
presented assuming the conversion of all shares of the Company's convertible
preferred stock into common stock and the exercise of all in-the-money stock
options. Common equivalent shares have not been included where inclusion
would be antidilutive.
Basic earnings per share approximates diluted earnings per share for each
period represented. The following is a reconciliation between the number of
shares used in the basic and diluted net income per share calculations:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
------ ------ ------ ------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Basic net income (loss) per share
Weighted average number of shares
outstanding 13,418 12,136 13,180 12,106
Effect of dilutive securities:
Preferred stock 700 700 700 700
Stock options 272 823 - 823
-----------------------------------------------------------------------------
Diluted net income (loss)
per share
Weighted average number of
shares outstanding 14,390 13,659 13,880 13,629
-----------------------------------------------------------------------------
</TABLE>
6
<PAGE> 7
3. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has adopted SFAS No. 130, Reporting Comprehensive Income, for
the period ending June 30, 1998 and 1997. The Company has no reportable
differences between net income and comprehensive income. Therefore, no
statement of comprehensive income has been presented.
For the current year ending December 31, 1998, the Company will adopt SFAS
No. 131, Disclosures About Segments of an Enterprise and Related
Information. SFAS No. 131, which is based on the management approach to
segment reporting, establishes requirements to report selected segment
information quarterly and to report entity-wide disclosures about products
and services, major customers and the material countries in which the entity
holds assets and reports revenue. The Company has not yet determined the
impact, if any, of adopting such standards on its consolidated financial
statements.
4. ACQUISITION OF INFUSYSTEMS II, INC. AND VENTURE MEDICAL, INC.
On February 9, 1998, the Company entered into an Agreement and Plan of
Merger (the "Agreement") with, InfuSystems II, Inc. ("InfuSystem"), Venture
Medical, Inc. ("VMI") and the shareholders of InfuSystem and VMI,
contemplating the merger of InfuSystem and VMI with and into a wholly-owned
subsidiary of the Company. Pursuant to the Agreement, VMI and InfuSystem
were merged (the "Merger") with and into the subsidiary effective as of
February 11, 1998. The acquisition was accounted for under the purchase
method of accounting and the purchase price has been allocated to the net
assets acquired and goodwill.
In the Merger, all of the outstanding shares of Common Stock of VMI and
InfuSystems were exchanged for shares of Common Stock of the Company. The
aggregate number of shares of Common Stock of the Company issued in the
Merger to the shareholders of VMI and InfuSystems was 972,372 shares, valued
at approximately $2.9 million (subject to certain post-closing adjustments).
As contemplated by the Agreement, shares of Common Stock of the Registrant
issued in the Merger valued at $1.5 million (the "Escrowed Shares") were
withheld and were delivered to an escrow agent, to be deposited in escrow.
The Escrowed Shares, or cash equal to the closing value of the Escrowed
Shares, will be held for a period of two years during which time they will
be subject to claims by the Company to satisfy the obligations of
InfuSystems, VMI and the shareholders of InfuSystems and VMI under the
Agreement (subject to the possible earlier release of a portion of the
Escrowed Shares in connection with collection of certain accounts
receivable). At each of the six-month, one-year, eighteen-month and two-year
anniversaries of the closing, if the value of the Company's Common Stock at
such time is less than the value of its Common Stock as of the closing
($2.98 per share), then the Company will be obligated to pay additional
amounts as merger consideration. The additional amounts, if any, will be
calculated pursuant to the formula set forth in the Agreement. At the
Company's election, it may pay such additional merger consideration, if any,
by the issuance of additional shares of its Common Stock, in cash, or any
combination thereof.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain disclosures made by the Company in this report and in other reports
and statements released by the Company are and will be forward-looking in
nature, such as comments which express the Company's opinions about trends
and factors which may impact future operating results. Disclosures which use
words such as the Company "believes," "anticipates," or "expects" or use
similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, which could
cause actual results to differ from those, expected and readers are
cautioned not to place undue reliance on these forward-looking statements.
The Company undertakes no obligation to publish revised forward-looking
statements to reflect the occurrence of unanticipated events. Readers are
also urged to carefully review and consider the various disclosures made by
the Company in this report which seek to advise interested parties of the
risks and other factors that affect the Company's business, as well as in
the Company's periodic reports on Forms 10-K, 10-Q, and 8-K filed with the
Securities and Exchange Commission. The risks affecting the Company's
business include reliance on the success of the Home Health Care Industry,
the reimbursement system currently in place, competition in the industry,
demand in foreign countries, customer credit risks, technological changes
and product availability. Any such forward-looking statements, whether made
in this report or elsewhere, should be considered in context with the
various disclosures made by the Company about its business.
RESULTS OF OPERATIONS
Net revenues during the three and six-month period ended June 30, 1998 were
$5,897,000 and $9,964,000, respectively, compared to $5,057,000 and
$9,362,000 for the same periods in the prior year. In February 1998, the
Company acquired two new subsidiaries, InfuSystems II, Inc. and Venture
Medical, Inc., both of which were national ambulatory infusion pump
management and distribution companies based in Detroit, Michigan. On
February 11, 1998, these companies were merged into InfuSystem, Inc.
(formally, I-Flow Subsidiary, Inc.) a wholly owned subsidiary of the
Company. Revenues generated by InfuSystem, Inc. of $1,628,000 and $2,711,000
for the periods from April 1, 1998 through June 30, 1998 and February 11,
1998 (date of acquisition) through June 30, 1998, were included in net
revenues for the three and six-month periods ended June, 1998.
During this year the Company entered into an agreement with B. Braun
Melsungen AG (G.BRN), a world leader in the manufacture and distribution of
pharmaceuticals and infusion products, to distribute I-Flow's elastomeric
infusion pumps in Western Europe, Eastern Europe, the Middle East, Asia
Pacific, South America and Africa. The initial purchase minimum for the
first eighteen months of this five-year agreement is approximately $4
million with shipments beginning in the second quarter. The Company also
recently signed a letter of intent to enter into a similar agreement under
which B. Braun of America, Inc. will distribute I-Flow's elastomeric pumps
to its full line IV solution customers in the United States. These two new
relationships are expected to generate significant sales opportunities for
the Company for the remainder of 1998 and beyond.
Cost of sales of $2,637,000 and $4,444,000 were incurred during the three
and six-month periods ended June 30, 1998, compared to $2,058,000 and
$3,806,000 in the prior year. As a percentage of net sales, cost of sales
was relatively unchanged compared to the same period in the prior year.
Selling and marketing expenses for the three and six-month periods ended
June 30, 1998 increased over the same periods in the prior year by $254,000
or 31% and $312,000 or 19%, respectively. This increase is due to the
addition of $298,000 and $435,000, for the three and six-month periods ended
June 30, 1998 of such expenses for InfuSystem, Inc. Without the InfuSystem,
Inc. selling and marketing expenses, the Company's selling and marketing
expenses for the three and six-month periods ended June 30, 1998 would have
declined by $44,000 and $123,000, respectively.
General and administrative expenses for the three and six-month periods
ended June 30, 1998 increased $652,000 or 83% and $801,000 or 48%,
respectively, from the same periods in the prior year, due to the
8
<PAGE> 9
addition of InfuSystem, Inc. For the three and six-month periods ended June
30, 1998 InfuSystem, Inc. incurred general and administrative expenses of
$496,000 and $736,000, respectively. Without the InfuSystem, Inc. general
and administrative expenses, the Company's general and administrative
expenses for the three and six-month periods ended June 30, 1998 would have
only increased by $156,000 or 20% and $65,000 or 4%, respectively.
Product development expenses for the three and six-month periods ended June
30, 1998 decreased over the same period in the prior year by $45,000, or 16%
and $163,000 or 27%, respectively. With the acquisition of Block Medical,
Inc. in July 1996, the Company increased its engineering staff but has since
decreased the overall engineering costs by consolidating the engineering
efforts of Block Medical, Inc. with its own. The Company will continue to
incur product development expenses as it continues its efforts to introduce
new improved-technology, cost-efficient products into the market.
LIQUIDITY AND CAPITAL RESOURCES
During the six-month period ended June 30, 1998, funds of $845,000 were used
by operating activities consisting of a net loss of $14,000 plus non-cash
expenses of $885,000 less net changes in operating assets and liabilities of
$1,716,000. These changes in operating assets and liabilities consisted of:
(1) a decrease in accounts receivable of $378,000 due to improved
collections, less (2) an increase in inventory, prepaid expenses and other
of $259,000 due to the addition of InfuSystem and (4) a reduction in
accounts payable and other liabilities of $1,835,000 due to the timing of
payments of trade accounts payable.
The Company used funds for investing activities during the six-month period
ended June 30, 1998 by acquiring leasehold improvements, furniture,
fixtures, equipment and other assets aggregating $217,000 for use in its
operations.
During the six-month period ended June 30, 1998, funds of $967,000 were
provided by financing activities consisting primarily of proceeds from
borrowings on notes payable of $2,500,000, net of payments on notes payable
of $795,000 and a reduction in the outstanding balance on the line of
credit of $751,000.
As of June 30, 1998, the Company had cash funds of $742,000 and net
receivables of $7,287,000. To date, the Company has financed its operations
and working capital requirements primarily through equity financings and
bank borrowings. Management believes the Company's funds are sufficient to
provide for its projected needs for operations for the next twelve months.
However, the Company may decide to sell additional equity or increase its
borrowings in order to fund increased product development or for other
purposes.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, in less than two years, computer
systems and/or software used in many companies may need to be upgraded to
comply with such "Year 2000" requirements.
The Company is in the process of evaluating its own products for potential
Year 2000 issues and making such products Year 2000 compliant. The Company
does not believe that there will be significant issues or costs associated
to make their products Year 2000 compliant; however, there can be no
assurance that such products do not contain undetected errors or defects
associated with year 2000 date functions.
The Company has received confirmation from vendors of certain purchased
software used for internal operations that current releases or upgrades, if
installed, are designed to be Year 2000 compliant. The Company is in the
process of installing such upgrades to its current systems and believes that
substantially all of the upgrades will be completed by December 31, 1998.
9
<PAGE> 10
The Company currently believes that becoming Year 2000 compliant will not
have a significant impact on the financial position or results of operations
of the Company. Although the Company is not aware of any material
operational issues or costs associated with preparing its products or
internal information systems for the year 2000, there can be no assurances
that the Company will not experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in
the technology used in its internal systems, which are composed
predominantly of third party software and hardware.
Item 3. Quantitative and Qualitative Disclosures about Market Risk. - Not
Applicable
PART II - OTHER INFORMATION
Item 1. -3 Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
(a) On May 21, 1998, the Company held its Annual Shareholders' Meeting.
(b) Donald M. Earhart, Jack H. Halperin, Dr. John H. Abeles, Erik H.
Loudon, Dr. Henry T. Tai, Charles C. McGettigan, Joel S. Kanter and
James J. Dal Porto were elected as Directors of the Company at the
Annual Shareholders' Meeting.
(c) A total of 12,243,828 of the outstanding voting securities were
represented at the Annual Shareholders' by proxy or in person. All
matters voted upon and approved at the Annual Shareholders' Meeting
were as follows:
(1) The separate tabulation of the votes for each Director elected
is as follows, with no abstentions, or broker non-votes:
<TABLE>
<CAPTION>
Director Nominee Votes For Votes Against
---------------- --------- -------------
<S> <C> <C>
Donald M. Earhart 11,755,895 487,933
Dr. John H. Abeles 11,860,420 383,408
Erik H. Loudon 11,963,195 280,633
Dr. Henry T. Tai 11,961,320 282,508
Joel S. Kanter 11,978,020 265,808
Jack H. Halperin 11,962,195 281,633
Charles C. McGettigan 11,962,320 281,508
James J. Dal Porto 11,962,195 281,633
</TABLE>
Items 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
During the quarter ended June 30, 1998, the Company filed no Current
Reports on Form 8-K.
Exhibits
Exhibit No. Exhibit
----------- -------
3.1 Restated Articles of Incorporation of the Company (2)
3.2 Certificate of Amendment to Restated Articles of Incorporation
dated June 14, 1991 (3)
3.3 Certificate of Amendment to Restated Articles of Incorporation
dated May 12, 1992 (4)
10
<PAGE> 11
Exhibit No. Exhibit
----------- -------
3.4 Certificate of Determination covering Company's Series B
Preferred Stock filed with the Secretary of State on October
5, 1992 (4)
3.5 Restated Bylaws as of July 22, 1991 of the Company (3)
4.1 Specimen Common Stock Certificate (4)
4.2 Warrant Agreement between the Company and American Stock
Transfer & Trust Company, as Warrant Agent, dated February 13,
1990 (1)
4.3 Form of Warrant dated July 22, 1996, issued in conjunction
with the acquisition of Block Medical, Inc. (5)
10.1 Agreement and Plan of Merger by and among I-Flow Corporation,
I-Flow Subsidiary, Inc., Venture Medical, Inc., and
InfuSystems II, Inc. and the Shareholders of Venture Medical,
Inc. and InfuSystems II, Inc. (6)
27.1 Financial Data Schedule
- -------------------
(1) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#33-32263-LA) declared effective February
1, 1990.
(2) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended September 30, 1990.
(3) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#33-41207-LA) declared effective August 8,
1991.
(4) Incorporated by reference to exhibit with this title filed with the
Company's Post Effective Amendment to its Registration Statement
(#33-41207-LA) declared effective November 6, 1992.
(5) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated July 22, 1996.
(6) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated February 9, 1998.
11
<PAGE> 12
SIGNATURES
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.
I-FLOW CORPORATION
(Registrant)
Date: August 14, 1998 /s/ DONALD M. EARHART
-----------------------------------
Donald M. Earhart,
Chairman, President and CEO
Date: August 14, 1998 /s/ GAYLE L. ARNOLD
-----------------------------------
Gayle L. Arnold,
Chief Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
3.1 Restated Articles of Incorporation of the Company (2)
3.2 Certificate of Amendment to Restated Articles of Incorporation
dated June 14, 1991 (3)
3.3 Certificate of Amendment to Restated Articles of Incorporation
dated May 12, 1992 (4)
3.4 Certificate of Determination covering Company's Series B
Preferred Stock filed with the Secretary of State on October
5, 1992 (4)
3.5 Restated Bylaws as of July 22, 1991 of the Company (3)
4.1 Specimen Common Stock Certificate (4)
4.2 Warrant Agreement between the Company and American Stock
Transfer & Trust Company, as Warrant Agent, dated February 13,
1990 (1)
4.3 Form of Warrant dated July 22, 1996, issued in conjunction
with the acquisition of Block Medical, Inc. (5)
10.1 Agreement and Plan of Merger by and among I-Flow Corporation,
I-Flow Subsidiary, Inc., Venture Medical, Inc., and
InfuSystems II, Inc. and the Shareholders of Venture Medical,
Inc. and InfuSystems II, Inc. (6)
27.1 Financial Data Schedule
- -------------------
(1) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#33-32263-LA) declared effective February
1, 1990.
(2) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended September 30, 1990.
(3) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#33-41207-LA) declared effective August 8,
1991.
(4) Incorporated by reference to exhibit with this title filed with the
Company's Post Effective Amendment to its Registration Statement
(#33-41207-LA) declared effective November 6, 1992.
(5) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated July 22, 1996.
(6) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated February 9, 1998.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
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0
1,494,000
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