<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 1997
ROCHESTER MEDICAL CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Minnesota 0-18933 41-1613227
- ---------------------------- ----------- -------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
One Rochester Medical Drive, Stewartville, Minnesota 55976
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (507) 533-9600
---------------------------
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Not applicable.
Item 5. OTHER EVENTS.
On October 13, 1997, Rochester Medical Corporation issued a news release on
the subject of year end earnings. See Exhibit 99.1.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.1 Press Release.
<PAGE>
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: October 13, 1997 ROCHESTER MEDICAL CORPORATION
By: /s/ ANTHONY J. CONWAY
-------------------------------
Anthony J. Conway
President, Chief Executive Officer and Secretary
<PAGE>
EXHIBIT 99.1
Rochester Medical Corporation Announces
Fourth Quarter and Fiscal Year End Financial Results
Rochester Medical Corporation (NASDAQ: ROCM) today announced financial
results for its fourth quarter and fiscal year ended September 30, 1997.
Net sales increased 19% to $2.1 million for the three months ended
September 30, 1997, from $1.8 million for the comparable three months of the
prior fiscal year. The increase was due to growth in sales of ROCHESTER
MEDICAL-Registered Trademark- brand products and increased private label sales,
including to the ConvaTec division of E.R. Squibb & Sons, Inc., a subsidiary of
Bristol-Myers Squibb Company ("ConvaTec"). The net loss for the three months
ended September 30, 1997, was $632,000 or ($0.15) per share, compared to a net
loss of $469,000 or ($0.11) per share for the corresponding period of the prior
fiscal year. The increase in net loss was due to incremental costs associated
with marketing and selling activities for ROCHESTER MEDICAL brand products,
including the expansion of the Company's direct sales organization.
Net sales increased 37% to $7.6 million for the fiscal year ended
September 30, 1997, from $5.5 million for the prior fiscal year. The increase
was primarily due to growth in sales of ROCHESTER MEDICAL brand products and
increased sales to ConvaTec. The net loss for the fiscal year ended September
30, 1997 was $2.1 million or ($0.51) per share, compared to a net loss of $1.4
million or ($0.35) per share for the prior fiscal year. The increase in net
loss was primarily due to incremental research and development costs associated
with clinical studies for new products and additional expenses for increased
marketing and selling activities for ROCHESTER MEDICAL brand products, including
the expansion of the Company's direct sales organization.
Rochester Medical Corporation develops, manufactures nad markets innovative
urinary continence care products for urinary dysfunction management and urine
drainage management.
This press release contains forward-looking statements. All forward-
looking statements involve risks and uncertainties, including, without
limitation, the risks detailed in the Company's reports and documents filed from
time to time with the Securities and Exchange Commission, including its
Registration Statement on Form S-2 as filed with the Commission on September 29,
1997. Such statements are only predictions, and actual events or results may
differ materially.
For further information contact Brian J. Wierzbinski, Chief Financial
Officer, of Rochester Medical Corporation, (507) 533-9600.
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED FISCAL YEARS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------- ---------------------
1996 1997 1996 1997
------- ------- -------- --------
<S> <C> <C> <C> <C>
SELECTED STATEMENTS OF OPERATIONS DATA:
Net sales................................................ $1,787 $2,124 $ 5,540 $ 7,615
Net loss................................................. (469) (632) (1,360) (2,099)
Net loss per common share................................ (0.11) (0.15) (0.35) (0.51)
Weighted average number of common shares outstanding..... 4,107 4,134 3,867 4,132
<CAPTION>
AS OF SEPTEMBER 30,
-------------------
1996 1997
-------- -------
<S> <C> <C>
SELECTED BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities................................... $17,408 $4,639
Working capital.................................................................... 18,861 7,081
Total assets....................................................................... 23,888 18,613
Long-term debt..................................................................... 3,321 --
Accumulated deficit................................................................ (5,418) (7,516)
Total shareholders' equity......................................................... 19,231 17,181
</TABLE>
