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UNITED STATES 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: November 19, 1997
(Date of earliest event reported: November 19, 1997)
Commission File Number: 0- 26890
PERCLOSE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3154669
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(State of incorporation or organization) (IRS Employer I.D. No.)
199 Jefferson Drive, Menlo Park California 64025
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(Address of principal executive offices)
(650) 473-3100
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(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
Registrant is filing this Report on Form 8-K to report certain
corrections to previously filed SEC reporting documents. Registrant does not
believe that any of the corrections reflected below, individually or in the
aggregate, are material to Registrant's disclosures in the respective
documents for which such corrections are being reported.
A. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997
- -MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS- NET PURCHASES OF SHORT-TERM INVESTMENTS
Registrant previously reported in its Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 that in fiscal 1996 its net purchases of
short-term investments totaled $24.8 million.
Registrant's actual net purchases of short-term investments for the fiscal
year ended March 31, 1996 totaled $23.8 million.
B. QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 1997 - PROCEEDS
FROM NOVEMBER 1995 INITIAL PUBLIC OFFERING
Registrant previously reported in its Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 that Registrant raised $37.2 million in its
initial public offering.
The actual figure for Registrant's initial public offering proceeds was $34.2
million.
C. PROXY STATEMENT DATED JUNE 12, 1997 - STOCK OPTIONS GRANTED TO EXECUTIVE
OFFICERS THROUGH THE FISCAL YEAR ENDED MARCH 31, 1997
Registrant previously reported in its Proxy Statement dated June 12, 1997
that for the fiscal year ended March 31, 1997 the percentage of option grants
to the executive officers were as stated in Column (B).
The actual percentage totals for particular grants to executive officers for
fiscal 1997 are stated in Column (C).
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NAME NUMBER OF % OF TOTAL % OF TOTAL
SECURITIES OPTIONS GRANTED OPTIONS GRANTED
UNDERLYING TO EMPLOYEES IN TO EMPLOYEES IN
OPTIONS FISCAL YEAR FISCAL YEAR
GRANTED Column (B) (CORRECTED)
Column (C)
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Henry A. Plain, Jr. . . . . . 2,625 0.4 0.4
6,375 1.0 0.9
Coy F. Blevins . . . . . . . 2,891 0.4 0.4
2,749 0.4 0.4
1,751 0.3 0.3
2,515 0.4 0.4
7,485 1.2 1.1
7,109 1.1 1.0
2,355 0.4 0.3
Jeffery M. Closs . . . . . . 2,145 0.3 0.3
4,500 0.7 0.7
Kenneth E. Ludlum . . . . . 13,877 2.1 2.0
66,123 10.2 9.7
2,355 0.4 0.3
Ronald W. Songer . . . . . . 2,145 0.3 0.3
16,219 2.5 2.4
3,781 0.6 0.6
D. PROXY STATEMENT DATED JUNE 12, 1997 - EXECUTIVE COMPENSATION
Registrant previously reported in its Proxy Statement dated June 12, 1997 the
Annual Compensation - Salary figures for executive officers were as stated in
Column (B).
The Actual Annual Compensation - Salary figures for executive officers are
stated in Column (C).
Registrant previously reported in its Proxy Statement dated June 12, 1997
that All Other Compensation for executive officers was as stated in Column
(D).
The Actual All Other Compensation figures for executive officers are stated
in Column (E).
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<CAPTION>
Fiscal Annual Compensation - Salary All Other Compensation
Name and Principal Position Year Column (B) Column (C) Column (D) Column (E)
- --------------------------- ------ ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Henry A. Plain, Jr. .......................... 1997 215,000 215,000 770(1) 770(1)
President and Chief Executive Officer 1996 187,370 187,370 800(1) 770(1)
1995 152,019 148,500 18,770(2) 18,770(2)
Coy F. Blevins ............................... 1997 108,923 107,246 49,735(3) 51,412(3)
Vice President, Sales 1996 114,005 92,444 30,300(4) 51,412(4)
1995 131,801 85,501 1,512(1) 47,812(8)
Jeffrey M. Closs ............................. 1997 136,197 100,989 26,830(5) 62,039(5)
Vice President, International Sales 1996 107,143 107,143 157,449(6) 157,449(6)
and Marketing 1995 95,057 89,863 151,855(7) 151,700(7)
Kenneth E. Ludlum ............................ 1997 127,154 127,154 1,260(1) 1,260(1)
Vice President, Finance and 1996 -- -- -- --
Administration, Chief Financial Officer 1995 -- -- -- --
Ronald W. Songer ............................. 1997 125,577 125,577 770(1) 770(1)
Vice President, Research and 1996 107,260 107,260 850(1) 770(1)
Development 1995 104,102 104,102 732(1) 738(1)
</TABLE>
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(1) Consists of life insurance premiums paid by the Company.
(2) Consists of housing expenses totaling $18,000 and life insurance premiums
totaling $770, all paid by the Company.
(3) Consists of commissions totaling $43,600, automobile allowance totaling
$6,300 and life insurance premiums totaling $1,512, all paid by the
Company.
(4) Consists of commissions totaling $43,600, automobile allowance totaling
$6,300 and life insurance premiums totaling $1,512, all paid by the
Company.
(5) Consists of housing assistance totaling $2,257, commissions totaling
$59,012 and life insurance premiums totaling $770, all paid by the
Company.
(6) Consists of housing assistance totaling $105,698, commissions totaling
$38,569, relocation expenses totaling $12,432 and life insurance premiums
totaling $750, all paid by the Company.
(7) Consists of an international equalization allowance totaling $110,780,
commissions totaling $40,150 and life insurance premiums totaling $770,
all paid by the Company.
(8) Consists of commissions totaling $40,000, automobile allowance totaling
$6,300 and life insurance premiums totaling $1,512, all paid by the
Company.
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E ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997 - NET
PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES
Registrant previously reported in its Annual Report on Form 10-K for the year
ended March 31, 1997 that from inception through March 31, 1997 Registrant
raised $22.7 million in net proceeds of private equity financings and stock
option exercises.
Registrant actually raised $22.8 million in net proceeds of private equity
financings and stock option exercises from inception through March 31, 1997.
F QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997 - NET
PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES THROUGH JUNE
30, 1997
Registrant previously reported in its Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 that from inception through June 30, 1997
Registrant raised $22.7 million in net proceeds of private equity financings
and stock option exercises.
Registrant actually raised $22.9 million in net proceeds of private equity
financings and stock option exercises from inception though June 30, 1997.
G QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997
- -NET PROCEEDS OF PRIVATE EQUITY FINANCINGS AND STOCK OPTION EXERCISES THROUGH
SEPTEMBER 30, 1997
Registrant previously reported in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 that from inception through September 30,
1997 Registrant raised $23.2 million in net proceeds of private equity
financings and stock option exercises.
Registrant actually raised $23.4 million in net proceeds of private equity
financings and stock option exercises from inception through September 30,
1997.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
PERCLOSE, INC.
By: /s/ Kenneth E. Ludlum
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Kenneth E. Ludlum,
Vice President of Finance and Administration
and Chief Financial Officer
Date: November 20, 1997
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