<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, 2000
--------------------------------------------------
[ ] 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
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I-Flow Corporation
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 33-0121984
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
20202 Windrow Drive, Lake Forest, CA 92630
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(Address of principal executive offices) (Zip Code)
</TABLE>
(949) 206-2700
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(Registrant's telephone number, including area code)
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(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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
As of August 11, 2000 there were 15,030,218 shares outstanding of
Common Stock.
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I-FLOW CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 (Unaudited)
and December 31, 1999 3
Consolidated Statements of Operations for the three and six-month
periods ended June 30, 2000 and 1999 (Unaudited) 4
Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 2000 and 1999 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Part II: Other Information 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 15
</TABLE>
<PAGE> 3
I-FLOW CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 727,000 $ 3,192,000
Accounts receivable, net 10,669,000 8,748,000
Inventories, net 3,844,000 3,785,000
Prepaid expenses and other 676,000 553,000
Deferred taxes 2,837,000 2,837,000
------------ ------------
Total current assets 18,753,000 19,115,000
------------ ------------
Property, net 3,876,000 2,985,000
Goodwill and other intangibles, net 6,945,000 5,846,000
Notes receivable and other 857,000 782,000
Deferred taxes 3,040,000 3,040,000
------------ ------------
TOTAL $ 33,471,000 $ 31,768,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 1,862,000 $ 1,800,000
Accrued payroll and related expenses 1,383,000 1,526,000
Income taxes payable 783,000 607,000
Current portion of long-term debt 1,443,000 1,443,000
Borrowings under line-of-credit 220,000 88,000
Other liabilities 207,000 86,000
------------ ------------
Total current liabilities 5,898,000 5,550,000
------------ ------------
LONG-TERM DEBT 1,065,000 1,548,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock - no par value; 5,000,000 shares
authorized; no shares issued and outstanding at
June 30, 2000 (unaudited) and December 31, 1999, -- --
respectively
Common stock - no par value; 40,000,000 shares
authorized; 15,030,218 and 14,692,125 shares
issued and outstanding at June 30, 2000
(unaudited) and December 31, 1999, respectively 40,544,000 39,414,000
Common stock warrants 615,000 615,000
Cumulative other comprehensive income 18,000 26,000
Accumulated deficit (14,669,000) (15,385,000)
------------ ------------
Net shareholders' equity 26,508,000 24,670,000
------------ ------------
TOTAL $ 33,471,000 $ 31,768,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
3
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I-FLOW CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unadudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -------------------------------
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Net product sales $ 7,740,000 $ 6,538,000 $ 15,206,000 $ 12,755,000
Licensing fees -- 800,000 -- 800,000
----------- ----------- ------------ ------------
Net revenues 7,740,000 7,338,000 15,206,000 13,555,000
Costs and expenses:
Cost of sales 3,426,000 2,887,000 6,415,000 5,523,000
Selling and marketing 1,348,000 1,068,000 2,562,000 2,130,000
General and administrative 2,175,000 2,041,000 4,334,000 3,620,000
Product development 298,000 286,000 619,000 526,000
----------- ----------- ------------ ------------
Total costs and expenses 7,247,000 6,282,000 13,930,000 11,799,000
Operating income 493,000 1,056,000 1,276,000 1,756,000
Interest expense, net (55,000) (127,000) (117,000) (249,000)
Income taxes (186,000) (36,000) (474,000) (57,000)
----------- ----------- ------------ ------------
Net income $ 252,000 $ 893,000 $ 685,000 $ 1,450,000
=========== =========== ============ ============
Net income per share
Basic $ 0.02 $ 0.06 $ 0.05 $ 0.10
=========== =========== ============ ============
Diluted $ 0.02 $ 0.06 $ 0.04 $ 0.10
=========== =========== ============ ============
Comprehensive Operations:
Net income $ 252,000 $ 893,000 $ 685,000 $ 1,450,000
Foreign currency translation adjustment (32,000) 1,000 (8,000) 1,000
----------- ----------- ------------ ------------
Comprehensive income $ 220,000 $ 894,000 $ 677,000 $ 1,451,000
=========== =========== ============ ============
</TABLE>
See accompanying notes to consolidated financial statements
4
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I-FLOW CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 685,000 $ 1,450,000
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 1,162,000 1,220,000
Compensation expense for stock option grants 28,000
Change in allowance for doubtful accounts 70,000
Change in inventory obsolescence reserve (215,000)
Changes in operating assets and liabilities:
Accounts receivable (1,790,000) 1,201,000
Inventories 111,000 35,000
Prepaid expenses and other (13,000) 37,000
Accounts payable, accrued and other liabilities (16,000) 124,000
----------- -----------
Net cash provided by operating activities 22,000 4,067,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property acquisitions (1,473,000) (413,000)
Cash paid for acquisition (853,000) --
Change in other assets (105,000) (445,000)
----------- -----------
Net cash used by investing activities (2,431,000) (858,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (repayments) from line of credit 132,000 (604,000)
Borrowings on notes payable 516,000 163,000
Payments on notes payable (1,079,000) (1,031,000)
Proceeds from exercise of stock options and warrants 352,000 101,000
----------- -----------
Net cash used by financing activities (79,000) (1,371,000)
----------- -----------
Effect of exchange rates on cash 23,000 1,000
NET DECREASE (INCREASE) IN CASH AND CASH EQUIVALENTS (2,465,000) 1,839,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 3,192,000 971,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 727,000 $ 2,810,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 120,000 $ 266,000
----------- -----------
Income tax payments $ 185,000 $ 27,000
----------- -----------
Liabilities issued and assumed in connection with acquisition:
Fair value of assets acquired (including intangibles) $ 1,911,000
Cash outflows for business acquisition (853,000)
Common stock issued (750,000)
-----------
Liabilities issued and assumed $ 308,000
===========
</TABLE>
See accompanying notes to consolidated financial statements
5
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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) that,
in the opinion of management, are necessary to present fairly the
financial position of I-Flow Corporation (the Company) at June 30, 2000
and the results of its operations and its cash flows for the three and
six-month periods ended June 30, 2000 and 1999. 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, 1999 filed
with the Securities and Exchange Commission on March 30, 2000.
Certain amounts previously reported have been reclassified to conform
with the presentation at June 30, 2000.
2. INVENTORIES
Inventories consisted of the following as of June 30, 2000 and December
31, 1999:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
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<S> <C> <C>
Raw Materials $ 3,784,000 $ 3,581,000
Work in Process 369,000 164,000
Finished Goods 1,079,000 1,708,000
Reserve for Obsolescence (1,388,000) (1,668,000)
-----------------------------------------------------------------------
Total $ 3,844,000 $ 3,785,000
-----------------------------------------------------------------------
</TABLE>
3. EARNINGS PER SHARE
Basic net income per share is computed using the weighted average
number of common shares outstanding during the periods presented.
Diluted net income per share is computed using the weighted average
number of common and common equivalent shares outstanding during the
periods presented assuming the exercise of all in-the-money stock
options and warrants. Common equivalent shares have not been included
where inclusion would be antidilutive.
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The following is a reconciliation between the net income and 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,
-------------------------------------------------------------------------------------------------------------
(Amounts in thousands) 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net income available to common shareholders $ 252 $ 893 $ 685 $ 1,450
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Basic net income per share
Weighted average number of shares outstanding 15,015 14,349 14,952 14,224
Effect of dilutive securities:
Stock options 757 1,161 821 799
-------------------------------------------------------------------------------------------------------------
Diluted net income per share
Weighted average number of shares outstanding 15,772 15,510 15,773 15,023
-------------------------------------------------------------------------------------------------------------
</TABLE>
4. BUSINESS SEGMENTS
The Company operates in two business segments: manufacturing and
marketing of medical infusion products and rentals of medical infusion
pumps.
Business segment information is as follows for the three and six-month
periods ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
Manufacturing
(Amounts in thousands) and Marketing Rentals Consolidated
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<S> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 2000
Revenues 5,701 2,039 7,740
Operating income 254 239 493
Assets 22,622 10,849 33,471
SIX MONTHS ENDED JUNE 30, 2000
Revenues 10,971 4,235 15,206
Operating income 513 763 1,276
Assets 22,622 10,849 33,471
THREE MONTHS ENDED JUNE 30, 1999
Revenues 5,212 2,126 7,338
Operating income 534 522 1,056
Assets 15,832 8,711 24,543
SIX MONTHS ENDED JUNE 30, 1999
Revenues 9,439 4,116 13,555
Operating income 825 931 1,756
Assets 15,832 8,711 24,543
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</TABLE>
5. ACQUISITION OF SPINAL SPECIALTIES, INC.
On January 14, 2000, the Company acquired Spinal Specialties, Inc., a
designer and manufacturer of custom spinal, epidural and nerve block
infusion kits based in San Antonio, Texas, for $1.5 million. The
purchase price consisted of $750,000 in cash and 200,000 shares of
I-Flow common stock. The acquisition
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was accounted for under the purchase method of accounting and the
purchase price has been allocated to the net assets acquired and
goodwill.
6. NEW ACCOUNTING PRONOUNCEMENT
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements". Implementation of SAB 101, which was delayed by the
issuance of SAB 101A on March 27, 2000 and SAB 101B on June 26, 2000 is
required by the fourth quarter of 2000. The Company is currently in the
process of evaluating the impact, if any, SAB 101 will have on its
consilidated financial position or results of operations.
8
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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 that express the Company's
opinions about trends and factors that may impact future operating
results. Disclosures that 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 that could cause actual results to
differ from those expected. 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 that 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
ability to penetrate hospital accounts, the health care reimbursement
system in place now and in the future, 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 periods ended June 30, 2000
were $7,740,000 and $15,206,000 compared to $7,338,000 and $13,555,000
for the same periods in the prior year, representing increases of 5%
and 12%, respectively.
Net product sales increased from $12,755,000 for the six months ended
June 30, 1999 to $15,206,000 for the same period in 2000, an increase
of 19%. In January 2000, the Company acquired a new subsidiary, Spinal
Specialties, Inc., a designer and manufacturer of custom spinal,
epidural and nerve block infusion kits based in San Antonio, Texas
("Spinal Specialties"). Product sales generated by Spinal Specialties
of $466,000 and $913,000 were included in product sales for the three
and six-month period ended June 30, 2000. The remaining increase in
product sales is primarily due to the impact of several new distributor
relationships which I-Flow entered into in mid 1999, including
relationships with dj Orthopedics, Inc., Ethicon Endo-Surgery, Inc. (a
Johnson & Johnson Company) and B. Braun Melsungen AG.
The Company incurred cost of sales of $3,426,000 and $6,415,000 during
the three and six-month periods ended June 30, 2000, compared to
$2,887,000 and $5,523,000 in the prior year. As a percentage of net
product 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, 2000 increased over the same periods in the prior year
by $280,000 or 26% and $432,000 or 20%, respectively. The increase is
due in significant part to the addition of $126,000 and $215,000 in
selling expenses for Spinal Specialties for the three and six-month
periods ended June 30, 2000, the remaining change is due to expenses
associated with the increase in product sales. As a percent of net
product sales, selling and marketing expenses for the three and
six-month periods ended June 30, 2000 remained relatively unchanged.
General and administrative expenses for the three and six months ended
June 30, 2000 increased $134,000 or 7% and $714,000 or 20% from the
same periods in the prior year. These increases are due primarily to
the addition of Spinal Specialties, as well as increased personnel
costs, insurance costs and various other costs associated with the
growth in the business. For the three month periods ended June 30, 2000
general and administrative expenses as a percent of net product sales
decreased by 3%. Year to date such expenses increased by 1% when
compared to net product sales.
Product development expenses for the three and six-months ended June
30, 2000 increased $12,000 or 4% and $93,000 or 18% over the same
periods in the prior year, due primarily to increased efforts on the
new
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pain management products. The Company will continue to incur product
development expenses as it continues its efforts to introduce new and
improved technology and cost-efficient products into the market.
LIQUIDITY AND CAPITAL RESOURCES
During the six-month period ended June 30, 2000, funds of $22,000 were
provided by operating activities consisting of net income of $685,000
plus non-cash expenses of $1,045,000 less net changes in operating
assets and liabilities of $1,708,000. These changes in operating assets
and liabilities consisted of: (1) an increase in accounts receivable of
$1,790,000, (2) a decrease in inventories of $111,000, (3) an increase
in prepaid expenses and other of $13,000, less (4) a decrease in
accounts payable, accrued expenses, and other liabilities of $16,000.
The Company used funds for investing activities during the six-month
period ended June 30, 2000 aggregating $2,431,000. These expenditures
consisted of $1,473,000 for acquiring furniture, fixtures and equipment
for use in its operations and an increase in other assets of $105,000.
Additionally, in January 2000, the Company used $853,000 in connection
with the acquisition of Spinal Specialties (see Note 5 of Notes to
Consolidated Financial Statements).
During the six-month period ended June 30, 2000, funds of $79,000 were
used by financing activities consisting primarily of $563,000 in
payments on notes payable. Additionally, the Company had received
$352,000 from the exercise of stock options and had a net increase on
the Company's line of credit of $132,000.
As of June 30, 2000, the Company had cash funds of $727,000 and net
receivables of $10,669,000. Management believes the Company's funds are
sufficient to provide for its short and long-term projected needs for
operations. However, the Company may decide to sell additional equity
or increase its borrowings in order to fund increased product
development or for other purposes.
NEW ACCOUNTING PRONOUNCEMENT
In December 1999, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial
Statements". Implementation of SAB 101, which was delayed by the
issuance of SAB 101A on March 27, 2000 and SAB 101B on June 26, 2000 is
required by the fourth quarter of 2000. The Company is currently in the
process of evaluating the impact, if any, SAB 101 will have on its
consilidated financial position or results of operations.
YEAR 2000 COMPLIANCE
The Company did not experience any significant malfunctions or errors
in its operating or business systems when the date changed from 1999 to
2000. Based on operations since January 1, 2000, the Company does not
expect any significant impact to its ongoing business as a result of
the "Year 2000 issue." However, it is possible that the full impact of
the date change, which was of concern due to computer programs that use
two digits instead of four digits to define years, has not been fully
recognized. For example, it is possible that Year 2000 or similar
issues such as leap year-related problems may occur with billing,
payroll, or financial closings at month, quarter or year-end. The
Company believes that any such problems are likely to be minor and
correctable. In addition, the Company could still be negatively
affected if the Year 2000 or similar issues adversely affect its
customers or suppliers. The Company currently is not aware of any
significant Year 2000 or similar problems that have arisen for its
customers and suppliers.
The Company expended less then $150,000 on Year 2000 readiness efforts
from 1998 to 1999. These efforts included replacing some outdated,
noncompliant hardware and noncompliant software as well as identifying
and remediating Year 2000 problems.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
FOREIGN CURRENCY
The Company has a subsidiary operating in Mexico. Accordingly, the
Company is exposed to transaction gains and losses that could result
from changes in foreign currency exchange rates. The Company believes
that this foreign currency market risk is not material.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) On May 18, 2000, the Company held its Annual Shareholders'
Meeting.
(b) A total of 14,153,139 of the outstanding voting securities
were represented at the Annual Shareholders' by proxy or in
person. All matters voted upon 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:
Director Nominee Votes For Votes Against
---------------- --------- -------------
Donald M. Earhart 14,082,039 71,100
Dr. John H. Abeles 14,082,139 71,000
Dr. Henry T. Tai 14,082,039 71,100
Joel S. Kanter 14,082,139 71,000
Jack H. Halperin 14,082,139 71,000
Erik H. Loudon 14,082,139 71,000
James J. Dal Porto 14,082,039 71,100
(2) The tabulation of the votes for Proposal 2, to amend the
existing Non-Employee Director Stock Option Plan by increasing
the number of shares issuable under the plan from 400,000 to
600,000 and by extending the option exercise period as
described in the Proxy Statement, was 4,618,893 votes for and
1,251,675 votes against, with 8,282,571 abstentions and broker
non-votes. Therefore, the proposal was not approved.
(3) The tabulation of the votes for Proposal 3, to amend the
existing 1996 Stock Incentive Plan by increasing the number of
shares issuable under the plan from 2,500,000 to 6,000,000 as
described in the Proxy Statement, were 4,351,667 votes for and
1,546,949 votes against, with 8,254,523 abstentions and broker
non-votes. Therefore, the proposal was not approved.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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<CAPTION>
Exhibit No. Exhibit
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<C> <S>
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)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<C> <S>
10.1 Employment Agreement with Donald M. Earhart dated May 16, 1990(2)(6)*
10.2 1987-1988 Incentive Stock Option Plan and Non-Statutory Stock Option Plan Restated as of March
23, 1992(5)(6)*
10.3 1992 Non-Employee Director Stock Option Plan(4)(6)
10.4 License and Transfer Agreement with SoloPak Pharmaceuticals Inc., dated March 6, 1996(7)
10.5 1996 Stock Incentive Plan(6)(9)*
10.6 Agreement for Purchase and Sale of Assets dated as of July 3, 1996 by and among I-Flow
Corporation, Block Medical, Inc. and Hillenbrand Industries, Inc.(8)
10.7 Employment Agreement with James J. Dal Porto dated September 6, 1996(10)*
10.8 Lease Agreement Between Industrial Developments International, Inc. as Landlord and I-Flow
Corporation as Tenant dated April 14, 1997(11)
10.9 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.(12)
10.10 Loan and Security Agreement between Silicon Valley Bank and I-Flow Corporation dated September
28, 1995(13)
10.11 Amendment to Loan Agreement between Silicon Valley Bank and I-Flow Corporation dated March 2,
1999(13)
10.12 Agreement and Plan of Merger by and Among I-Flow Corporation, Spinal Acquisition Corp., Spinal
Specialties, Inc. and the Shareholders of Spinal Specialties, Inc. dated January 13, 2000(14)
27 Financial Data Schedule
</TABLE>
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(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 Form 10-K for its fiscal year ended December 31, 1991.
(5) 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.
(6) Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to applicable rules of the Securities and
Exchange Commission.
(7) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1995.
(8) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated July 22, 1996.
(9) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#333-16547) declared effective
November 20, 1996.
(10) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1996.
(11) Incorporated by reference to exhibit with this title filed with the
Company's Report
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on Form 8-K dated April 14, 1997.
(12) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated February 9, 1999.
(13) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1997.
(14) Incorporated by reference to exhibit with this title filed with the
Company's quarterly report on form 10-Q for the quarter ended March
31, 2000.
* Compensation plan, contract or arrangement required to be filed as an
exhibit pursuant to applicable rules of the Securities and Exchange
Commission.
13
<PAGE> 14
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, 2000 /s/ Donald M. Earhart
-------------------------- ----------------------------------------
Donald M. Earhart,
Chairman, President and CEO
Date August 14, 2000 /s/ James J. Dal Porto
-------------------------- ----------------------------------------
James J. Dal Porto
Chief Operating Officer, as Authorized
Principal Financial Officer
14
<PAGE> 15
INDEX TO EXHIBITS
Set forth below is a list of the exhibits included or incorporated by
reference as part of this report:
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<C> <S>
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 Employment Agreement with Donald M. Earhart dated May 16, 1990(2)(6)*
10.2 1987-1988 Incentive Stock Option Plan and Non-Statutory Stock Option Plan Restated as of March
23, 1992(5)(6)*
10.3 1992 Non-Employee Director Stock Option Plan(4)(6)
10.4 License and Transfer Agreement with SoloPak Pharmaceuticals Inc., dated March 6, 1996(7)
10.5 1996 Stock Incentive Plan(6)(9)*
10.6 Agreement for Purchase and Sale of Assets dated as of July 3, 1996 by and among I-Flow
Corporation, Block Medical, Inc. and Hillenbrand Industries, Inc.(8)
10.7 Employment Agreement with James J. Dal Porto dated September 6, 1996(10)*
10.8 Lease Agreement Between Industrial Developments International, Inc. as Landlord and I-Flow
Corporation as Tenant dated April 14, 1997(11)
10.9 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.(12)
10.10 Loan and Security Agreement between Silicon Valley Bank and I-Flow Corporation dated September
28, 1995(13)
10.11 Amendment to Loan Agreement between Silicon Valley Bank and I-Flow Corporation dated March 2,
1999(13)
10.12 Agreement and Plan of Merger by and Among I-Flow Corporation, Spinal Acquisition Corp., Spinal
Specialties, Inc. and the Shareholders of Spinal Specialties, Inc. dated January 13, 2000(14)
27 Financial Data Schedule
</TABLE>
-------------
(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.
15
<PAGE> 16
(4) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1991.
(5) 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.
(6) Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to applicable rules of the Securities and
Exchange Commission.
(7) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1995.
(8) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated July 22, 1996.
(9) Incorporated by reference to exhibit with this title filed with the
Company's Registration Statement (#333-16547) declared effective
November 20, 1996.
(10) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1996.
(11) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated April 14, 1997.
(12) Incorporated by reference to exhibit with this title filed with the
Company's Report on Form 8-K dated February 9, 1999.
(13) Incorporated by reference to exhibit with this title filed with the
Company's Form 10-K for its fiscal year ended December 31, 1997.
(14) Incorporated by reference to exhibit with this title filed with the
Company's quarterly report on form 10-Q for the quarter ended March
31, 2000.
* Compensation plan, contract or arrangement required to be filed as an
exhibit pursuant to applicable rules of the Securities and Exchange
Commission.
16
