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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 23, 1998
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UROMED CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 000-23266 04-3104185
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
64 A Street, Needham, Massachusetts 02194
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Address of principal executive offices
Registrant's telephone number, including area code: (781) 433-0033
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Item 5. Other Events
On October 14, 1998, the Registrant issued a press release announcing its
move to the Nasdaq SmallCap Market.
On October 15, 1998, the Registrant's common stock moved from the Nasdaq
National Market to the Nasdaq SmallCap Market via an exception from the Net
Tangible Assets requirement of the maintenance criteria for continued listing
on the Nasdaq National Market. While the Registrant failed to meet the Net
Tangible Assets test as of October 14, 1998, the Nasdaq Listing Qualifications
Panel (the "Panel") granted the Registrant a temporary exception from this
standard, subject to the Registrant meeting certain conditions, including the
completion of its self tender offer for $34.9 million in aggregate principal
amount of its 6% Convertible Subordinated Notes due October 15, 2003
(the "Offer").
The Panel also required the Registrant to file publicy with the Securities and
Exchange Commission a pro forma balance sheet evidencing adequate net tangible
assets. Accordingly, the Registrant is filing herewith its unaudited pro forma
condensed balance sheet as of September 30, 1998 and the notes thereto,
reflecting the closing of the Offer.
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UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
The historical balance sheet at September 30, 1998 is derived from the
Company's unaudited financial statements. In management's opinion, the
Company's unaudited financial statements at and for the nine months ended
September 30, 1998 include all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of the Company's financial
position at September 30, 1998.
The unaudited pro forma condensed balance sheet at September 30, 1998 is
presented on (i) a historical basis, and (ii) as if the Company had completed
the purchase of $34.9 million aggregate principal amount of its Notes under the
terms of the Tender Offer that expired on October 21, 1998.
The pro forma adjustments are based upon available information and upon certain
assumptions that the Company believes are reasonable. In the opinion of
management, all adjustments necessary to fairly present the pro forma unaudited
condensed balance sheet have been made. The unaudited pro forma condensed
balance sheet is provided for informational purposes only and does not purport
to be indicative of the financial results that would have been reported had
such events actually occurred on the dates specified.
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UROMED CORPORATION
UNAUDITED PROFORMA CONDENSED BALANCE SHEET
Historical Pro Forma
September 30, September 30,
1998 Adjustments 1998
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Assets
Current assets:
Cash, cash equivalents and
short-term investments $ 46,706 (17,061)(a) $ 29,645
Inventories 319 319
Prepaid expenses and other assets 1,395 1,395
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Total current assets 48,420 (17,061) 31,359
Fixed assets, net 5,476 5,476
Other assets 3,698 (991) (b) 2,707
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$ 57,594 $(18,052) $ 39,542
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Liabilities and Stockholders' Equity / (Deficit)
Current Liabilities:
Accounts payable $ 545 545
Accrued expenses 5,175 $ (960)(c) 4,215
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Total current liabilities 5,720 (960) 4,760
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Convertible subordinated notes 60,670 (34,924) (d) 25,746
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Stockholders' equity / (deficit)
Common Stock 107,034 107,034
Treasury Stock (511) (511)
Other stockholders' deficit (115,319) 17,832 (e) (97,487)
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Total stockholders'
equity / (deficit) (8,796) 17,832 9,036
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$57,594 $(18,052) $39,542
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See Notes to Unaudited Pro Forma Condensed Balance Sheet
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Notes to Unaudited Pro Forma Balance Sheet
(a) The reduction in cash, cash equivalents and short-term investments
represents the repurchase for $15.7 million of the $34.9 million aggregate
Note principal at $450 per $1,000 principal amount, the $1.0 million of
accrued interest paid on the Notes and $0.4 million of transaction fees
paid.
(b) The $1.0 million reduction in other assets is the result of the write-off
of unamortized deferred financing fees pertaining to the $34.9 million in
aggregate Note principal repurchased.
(c) Represents the payment of accrued interest expense on the repurchased Notes
from April 15, 1998 through September 30, 1998.
(d) Represents the reduction in Convertible subordinated Notes of $34.9 million
for the aggregate principal amountof Notes repurchased by the Company.
(e) The increase in Other stockholder's equity is a result of the extraordinary
gain on early retirement of the Notes. The gain is comprised of $19.2
million from the purchase of $34.9 million in aggregate principal of the
Notes for $15.7 million in cash, partially offset by the write off of $1.0
million of unamortized deferred financing fees pertaining the the $34.9
million of principal Notes repurchased and $0.4 million of transaction fees
paid.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit Number Description
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99.1 Press Release issued October 14, 1998 announcing
UroMed Corporation's move to the Nasdaq SmallCap
Market.
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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.
UROMED CORPORATION
Dated: October 23, 1998 By: /s/Paul J. Murphy
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Paul J. Murphy, Treasurer and
Chief Financial Officer
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Exhibit 99.1
UroMed Corporation
64 A Street
Needham, MA 02194
(781) 433-0033 Fax (781) 433-0032
FOR IMMEDIATE RELEASE
Contact Contact:
Kristen Galfetti Domenic Micale
Manager, Investor Relations Director of Finance
Tel: (781) 433-0033 Ext. 329 Tel: (781) 433-0033 Ext 247
UroMed Corporation Moves to Nasdaq SmallCap Market
UroMed Corporation's common stock has moved from the Nasdaq National
Market to the Nasdaq SmallCap Market via an exception from the Net Tangible
Assets requirement of the Nasdaq Stock Market listing requirements.
While the Company failed to meet this requirement as of October 14,
1998, the Company has been granted a temporary exception from this standard
subject to the Company meeting certain conditions. In the event the Company is
deemed to have met the terms of the exception, it shall continue to be listed
on The Nasdaq SmallCap Market. The Company believes that it can meet these
conditions; however, there can be no assurance that it will do so. If at some
future date the Company's securities should cease to be listed on the Nasdaq
SmallCap Market, they may continue to be listed in the OTC-Bulletin Board. For
the duration of the exception, the Company's Nasdaq symbol will be URMDC.
UroMed, founded in October 1990, is dedicated to establishing itself
as a leader in the development of male and female healthcare products. UroMed
has developed or acquired technology in three core areas: prostate cancer,
urinary incontinence, and breast cancer. UroMed's direct hospital-based
business lines include its CaverMap(TM) Surgical Aid, intended to aid
physicians in preserving vital nerves during prostate cancer surgery, its
Iodine 123 prostate cancer brachytherapy seeds (not yet commercially available),
its brachytherapy introducer needles, and its AlloSling and BEACON Technology
System(TM), minimally invasive incontinence surgical line. UroMed's
office-based continuum of continence care product lines include the Reliance
Insert(R), the
INTROL(R) Bladder Neck Support Prosthesis, and the Impress (TM)Softpatch. In
breast cancer screening, UroMed, through its Assurance Medical group, is
developing its investigational BreastExam(TM), BreastCheck(TM) and Breast View
(TM) electronic palpation technology in order to aid physicians and patients in
the important mission of finding suspicious breast lumps earlier. UroMed also
continues to dedicate resources to the development and/or acquisition of
product lines that fit into UroMed's strategic platform.
INTROL(R) Bladder Neck Support Prosthesis and Reliance(R) Urinary Control
Insert are registered trademarks of UroMed Corporation. Impress(TM) Softpatch,
PelvicFlex(TM) Personal Trainer Video , BEACON Technology Syste(TM),
BreastCheck(TM) BreastExam(TM) BreastView (TM) and CaverMaP(TM) Surgical Aid
and AlloSling(TM) Fascia are trademarks of UroMed Corporation.
