<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 1996
Meridian Medical Technologies, Inc.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-5958 52-0898764
---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
10240 Old Columbia Road, Columbia, MD 21046
--------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (410) 309-6830
-------------
------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
The Registrant hereby amends the following item of its Current
Report on Form 8-K dated November 20, 1996, filed on December 5, 1996, as
set forth below:
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements.
(1) Audited consolidated financial statements of
Brunswick as of June 30, 1996 and for the year then ended,
together with the report of the independent accountants
thereon, were previously included on pages F-1 through F-28
of the Registrant's definitive proxy statement dated
October 30, 1996.*
(2) Audited consolidated financial statements of Brunswick
as of June 30, 1995 and 1994 and for the two years ended
June 30, 1995 and 1994, together with the report of the
independent public accountants thereon.*
(3) Unaudited Consolidated Condensed Financial
Statements of Brunswick for the one-month period ended July 31,
1996 and as of October 31, 1996 and for the three-month period
then ended are filed herewith.
(b) Pro Forma Financial Information.
(1) Unaudited pro forma combined financial information as of
July 31, 1996, giving effect to the merger, were previously
included on pages 50-55 of the Registrant's Definitive Proxy
Statement dated October 30, 1996.*
(c) Exhibits.
2.1 Agreement and Plan of Merger dated September 11,
1996 (incorporated by reference herein from
Exhibit 6(a) to Amendment No. 1 to Schedule 13D
filed by Brunswick Biomedical Corporation dated
September 13, 1996).*
4.1 Form of Warrant to be issued by the Registrant to
holders of Brunswick preferred stock.*
- 2 -
<PAGE>
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Arthur Andersen LLP.*
99.1 Audited consolidated financial statements of Brunswick
as of June 30, 1995 and 1994 and for the two years ended June
30, 1995 and 1994, together with the report of the independent
public accountants thereon.*
99.2 Press Release dated November 20, 1996.*
99.3 Unaudited Consolidated Condensed Financial Statements
of Brunswick for the one-month period ended July 31, 1996 and
as of October 31, 1996 and for the three-month period then
ended are filed herewith.
_____________
* Previously identified or filed with the initial
filing of this Current Report on Form 8-K dated November 20,
1996 and filed on December 5, 1996
- 3 -
<PAGE>
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.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
Date: January 22, 1997 By: /s/ Jeffrey W. Church
------------------------------
Jeffrey W. Church
Sr. Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
- 4 -
<PAGE>
EXHIBIT INDEX
-------------
Location in
Sequentially
Numbered Copy
2.1 Agreement and Plan of Merger
dated September 11, 1996
(incorporated by reference herein
from Exhibit 6(a) to Amendment No. 1
to Schedule 13D filed by Brunswick
Biomedical Corporation dated
September 13, 1996)............................ *
4.1 Form of Warrant to be issued by the
Registrant to holders of Brunswick
preferred stock................................ *
23.1 Consent of Price Waterhouse LLP................ *
23.2 Consent of Arthur Andersen LLP................. *
99.1 Audited consolidated financial
statements of Brunswick as of
June 30, 1995 and 1994 and for the
two years ended June 30, 1995 and
1994, together with the report of
the independent public accountants
thereon........................................ *
99.2 Press Release dated November 20, 1996.......... *
99.3 Unaudited Consolidated Condensed Financial
Statements of Brunswick for the one-month
period ended July 31, 1996 and as of
October 31, 1996 and for the three-month
period then ended are filed herewith........... 6
_____________
* Previously identified or filed with the initial filing of
this Current Report on Form 8-K dated November 20, 1996 and
filed on December 5, 1996
- 5 -
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
July 31, June 30,
1996 1996
--------- -------
(unaudited) (audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 527,773 $ 511,835
Restricted cash 961,192 958,221
Short-term investments 257,479 --
Accounts receivable, net of allowance for
doubtful accounts of $61,000 7,439,289 7,536,694
Inventory 5,330,398 5,326,651
Prepaid expenses 823,169 800,204
Deferred income taxes 1,217,500 1,217,500
---------- ----------
Total current assets 16,556,800 16,351,105
---------- ----------
Fixed Assets, net 14,984,345 14,990,276
Goodwill, net 1,443,701 1,458,739
Developed technology, patents and licenses, net 7,193,057 7,238,957
Other intangible assets 1,390,011 1,654,732
---------- ----------
Total Assets $41,567,914 $41,693,809
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to bank 3,875,400 3,875,400
Notes payable to Syntex 588,400 588,400
Current portion of long-term debt 516,800 516,800
Line of credit - 197,216
Accounts payable and accrued expenses 4,358,525 4,018,911
Customer deposits 736,000 736,000
Current maturities of capital lease obligations - 22,069
Restructuring reserve 640,400 640,400
Other liabilities and accruals 1,611,900 1,611,900
---------- ----------
Total current liabilities 12,327,425 12,207,096
Notes payable to bank, long-term 15,171,353 14,872,251
Other long-term debt 1,184,300 1,184,300
Other noncurrent liabilities 616,500 616,500
Deferred income taxes 1,605,500 1,605,500
Long term capital lease obligations 30,453 32,823
---------- ----------
Total liabilities 30,935,531 30,518,470
---------- ----------
Minority interest in consolidated subsidiary 6,788,500 6,788,500
Stockholders' Equity
Common stock 684 684
Additional Paid in Capital 15,866,110 15,866,110
Preferred Stock-Series A 647 647
Preferred Stock-Series B 291 291
Preferred Stock-Series C 3,744 3,744
Preferred Stock-Series D -- --
Preferred Stock-Series E -- --
Preferred Stock-Series F 2,787 2,787
Warrants 2,072,951 2,072,951
Retained deficit (13,907,188) (13,393,349)
Unearned stock option compensation (175,629) (181,745)
Currency translation adjustment (9,061) 26,172
Treasury stock, at cost (11,453) (11,453)
---------- ----------
Total stockholders' equity 3,843,883 4,386,839
---------- ----------
Total Liabilities & Stockholders' Equity $41,567,914 $41,693,809
---------- ----------
---------- ----------
The accompanying notes are an integral part of these financial statements.
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Month Ended July 31,
-------------------
1996 1995
---- ----
Cash flows from operating activities:
Net income (loss) 1,261 (85,452)
Adjustments to reconcile net income to net
cash provided by (used for) operating activities
Depreciation and amortization 268,682 18,338
Amortization of deferred compensation 6,116 6,116
Loss on disposal of fixed assets 5,387 -
Decrease in receivables 97,405 9,633
Increase in inventories (3,747) (23,541)
Increase in prepaid expenses and other assets (22,965) (3,920)
Increase (decrease) in accounts payable and
accrued expenses 339,614 (25,643)
------- -------
Net cash provided by (used for)
operating activities 691,753 (104,469)
Cash flows from investing activities:
Purchases of fixed assets -- (335)
Increase in restricted cash (2,971) --
Purchase of short-term investments (257,479) --
Decrease (increase) in deferred charges
and other assets 256,921 (588)
------- -------
Net cash used for investing activities (3,529) (923)
Cash flows from financing activities:
Purchase of treasury stock
Proceeds on note payable to bank - 150,000
Payment under noncompete agreement - (14,530)
Net (payments) proceeds from line of credit (197,216) 7,660
Payments under capital lease agreements (24,439) (1,146)
Proceeds from issuance of notes payable 299,102
------- -------
Net cash provided by financing activities 267,704 141,984
Effect of consolidation (714,500)
Net effect of currency fluctuation on cash flows (35,233) (3,213)
------- -------
Net increase in cash 15,938 33,379
Cash at beginning of period 511,835 51,714
------- -------
Cash at end of period $ 527,773 $ 85,093
------- -------
------- -------
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Month Ended July 31,
-------------------
1996 1995
---- ----
Net Sales 4,510,568 257,894
Cost of Goods Sold 2,609,167 120,629
--------- -------
Gross profit 1,901,401 137,265
Operating Expenses:
Engineering, research and development 295,014 62,682
Selling, general and administrative expenses 429,410 136,993
Depreciation and amortization expenses 268,682 18,338
--------- -------
Operating expenses 993,106 218,013
Income (loss) from operations 908,295 (80,748)
Interest expense, net 153,827 4,391
Other (income) expenses (13,993) 313
--------- -------
Income (loss) before taxes and minority interest 768,461 (85,452)
Provision for income taxes 439,800 --
Minority interest in consolidated subsidiary 327,400 --
--------- -------
Net income (loss) $ 1,261 $(85,452)
--------- -------
--------- -------
Weighted average shares outstanding 68,417 68,417
Net income (loss) per share $0.02 $(1.25)
The accompanying notes are an integral part of these financial statements.
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements
July 31, 1996
1. Brunswick Biomedical Corporation (the Company) is engaged in the
development, manufacture and sale of emergency life saving and
less/noninvasive arrhythmia management devises.
Survival Technologies, Inc. (STI), as 61.1% owned subsidiary of the
Company, was acquired in April 1996 and is a publicly traded
technology-based health care company that designs, develops and produces a
broad range of automatic injectors, prefilled syringes and other
innovative health care devices, with a major focus on safe and convenient
participation by the patient in injection therapy.
2. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of July 31, 1996, the results of its operations and
cash flows for the month ended July 31, 1996 and 1995. The results of
operations for the month ended July 31, 1996 are not necessarily indicative
of the results that may be expected for the fiscal year ended July 31,
1997.
3. The Company's unaudited consolidated condensed financial statements as of
and for the one-month period ended July 31, 1996 include STI's revenue and
expenses for the one-month period ended July 31, 1996 and STI's assets and
liabilities as of July 31, 1996. The Company's unaudited consolidated
condensed financial statements as of and for the one-month period ended
July 31, 1995 and notes to financial statements do not include STI
balances. Other significant accounting principles and practices followed
by the Company are set forth in Note 1 of the Notes to the June 30, 1996
Consolidated Financial Statements.
The Company's consolidated balance sheet as of June 30, 1996 includes STI's
assets and liabilities as of July 31, 1996. As a result, the Company's
cash flows for the month ended July 31, 1996 includes a $714,500 effect of
consolidation. This amount represents the Company's 61.1% interest in
STI's net income and STI's depreciation and amortization for the month
ended July 31, 1996.
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements (continued)
July 31, 1996
4. Inventories consisted of the following:
July 31, June 30,
1996 1996
---- ----
Components and sub-assemblies $3,260,703 $3,217,188
Material, labor and overhead
costs in process 1,417,250 1,436,904
Finished goods 1,108,152 966,059
--------- -------
5,786,105 5,620,151
Inventory reserve ( 455,707) (293,500)
---------- ---------
$5,330,398 $5,326,651
---------- ----------
---------- ----------
5. In fiscal 1995, STI's Board of Directors approved a restructuring
plan which resulted in a $450,000 charge against earnings for the
relocation of corporate headquarters. As part of this plan, STI
initiated certain organizational changes during 1996 resulting in
additional charges related to employee severance benefits provided to
certain employees terminated during fiscal 1996.
The following table sets forth STI's restructuring reserve as of July 31,
1996:
Restructuring Reserves
----------------------
Relocation Employee
of facilities Separations Total
------------- ----------- -----
Relocation of facilities $450,000 $450,000
Restructuring of operations $321,900 321,900
Cash payments (7,200) (124,300) (131,500)
------ -------- --------
Reserve as of June 30, 1996 442,800 197,600 640,400
Cash payments - - -
------- ------- -------
Reserve as of July 31, 1996 $442,800 $197,600 $640,400
------- ------- -------
------- ------- -------
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements (continued)
July 31, 1996
In October 1996, STI signed a letter of intent to sublease its corporate
office space in Rockville, Maryland and entered into a new lease in
Columbia, Maryland for the relocation of the corporate headquarters. The
reserve balance for the relocation of facilities at July 31, 1996 is
sufficient to cover both the moving costs and the lease rate differential
on the sublease. STI moved its corporate headquarters in December 1996.
6. On November 20, 1996, the Company merged with and into STI in accordance
with the terms of the Agreement and Plan of Merger dated September 11,
1996.
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
October 31, July 31,
1996 1996
---------- -----------
(unaudited) (unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 350,101 $ 527,773
Restricted cash 665,079 961,192
Short-term investments 259,200 257,479
Accounts receivable, net of allowance for
doubtful accounts of $79,000 and $61,000 4,864,334 7,439,289
Inventory 4,837,328 5,330,398
Prepaid expenses 1,278,292 823,169
Deferred income taxes 1,217,500 1,217,500
---------- ----------
Total current assets 13,471,834 16,556,800
---------- ----------
Fixed Assets, net 15,031,258 14,984,345
Goodwill, net 1,398,587 1,443,701
Developed technology, patents and licenses, net 7,019,257 7,193,057
Other intangible assets 1,360,611 1,390,011
----------- -----------
Total Assets $38,281,547 $41,567,914
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to bank 629,200 3,875,400
Notes payable to Syntex 388,400 588,400
Current portion of long term debt 545,500 516,800
Accounts payable and accrued expenses 4,885,205 4,358,525
Customer deposits 715,800 736,000
Restructuring reserve 570,200 640,400
Other liabilities and accruals 1,482,300 1,611,900
----------- -----------
Total current liabilities 9,216,605 12,327,425
Notes payable, long-term 15,247,400 15,171,353
Other long-term debt 1,182,100 1,184,300
Other noncurrent liabilities 652,600 616,500
Deferred income taxes 1,605,500 1,605,500
Long term capital lease obligations 26,406 30,453
----------- -----------
Total liabilities 27,930,611 30,935,531
----------- -----------
Minority interest in Consolidated subsidiary 7,060,700 6,788,500
Stockholders' Equity
Common stock 684 684
Additional Paid in Capital 15,866,110 15,866,110
Preferred Stock-Series A 647 647
Preferred Stock-Series B 291 291
Preferred Stock-Series C 3,744 3,744
Preferred Stock-Series D - -
Preferred Stock-Series E - -
Preferred Stock-Series F 2,787 2,787
Warrants 2,072,951 2,072,951
Retained deficit (14,485,829) (13,907,188)
Unearned stock option compensation (157,281) (175,629)
Currency translation adjustment (2,415) (9,061)
Treasury stock, at cost (11,453) (11,453)
----------- -----------
Total stockholders' equity 3,290,236 3,843,883
----------- -----------
Total Liabilities & Stockholders' Equity $38,281,547 $41,567,914
----------- -----------
----------- -----------
The accompanying notes are an integral part of these financial statements.
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Three Months Ended October 31,
------------------------------
1996 1995
---- ----
Net Sales 10,196,314 814,593
Cost of Goods Sold 6,415,824 431,676
--------- -------
Gross profit 3,780,490 382,917
Operating Expenses:
Engineering, research and development 1,028,955 293,505
Selling, general and administrative expenses 1,555,959 386,397
Depreciation and amortization expenses 703,581 55,214
--------- -------
Operating expenses 3,288,495 735,116
Income (loss) from operations 491,995 (352,199)
Interest expense, net 514,294 6,633
Other (income) expenses (114,458) 1,463
---------- ---------
Income (loss) before taxes and minority interest 92,159 (360,295)
Provision for income taxes 415,000 -
Minority interest in consolidated subsidiary 255,800 -
--------- -------
Net loss $ (578,641) $(360,295)
---------- ---------
Weighted average shares outstanding 68,417 68,417
Net loss per share $(8.46) $(5.27)
The accompanying notes are an integral part of these financial statements.
<PAGE>
BRUNSWICK BIOMEDICAL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended October 31,
------------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss (578,641) $ (360,295)
Adjustments to reconcile net income to net
cash provided by (used for) operating activities,
Depreciation and amortization 703,581 55,214
Amortization of deferred compensation 18,348 18,348
Loss on disposals of fixed assets 2,520 4,295
Minority interest of consolidated subsidiary 272,200
Deferred lease incentives (7,600)
Decrease in receivables 2,574,955 51,207
Decrease (increase) in inventories 493,070 (1,375)
Increase in prepaid expenses and other assets (455,123) (58,642)
Increase (decrease) in accounts payable and
accrued expenses 526,680 (98,212)
Decrease in other current liabilities
and accruals (122,000)
Decrease in customer deposits (20,200)
Decrease in restructuring reserve (70,200)
--------- ----------
Net cash provided by (used for)
operating activities 3,337,590 (389,460)
--------- ----------
Cash flows from investing activities:
Purchases of fixed assets (497,900)
Purchases of patents and licenses (8,800)
Decrease (increase) in restricted cash 296,113 (14)
Increase in short-term investments (1,721)
Proceeds from sales of fixed assets 2,000
--------- ----------
Net cash used for investing activities (210,308) (14)
--------- ----------
Cash flows from financing activities:
Net payments on note payable to bank (3,246,200) (350,000)
Payment under noncompete agreement (41,813)
Net payments on line of credit (5,103)
Payment on note payable to Syntex (200,000)
Payments under capital lease agreements (4,047) (4,345)
Net proceeds from other long-term debt 26,500
Proceeds from issuance of notes payable 76,047
Increase in other noncurrent liabilities 36,100
Proceeds from issuance of preferred stock 1,008,881
--------- ---------
Net cash (used for) provided
by financing activities (3,311,600) 607,620
---------- --------
Net effect of currency fluctuation on cash flows 6,646 844
---------- ---------
Net (decrease) increase in cash (177,672) 218,990
Cash at beginning of period 527,773 85,093
--------- ----------
Cash at end of period $ 350,101 $ 304,083
--------- ----------
--------- ----------
</TABLE>
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements
October 31, 1996
1. Brunswick Biomedical Corporation (the Company) is engaged in the
development, manufacture and sale of emergency life saving and
less/noninvasive arrhythmia management devises.
Survival Technologies, Inc. (STI), as 61.1% owned subsidiary of the
Company, was acquired in April 1996 and is a publicly traded
technology-based health care company that designs, develops and produces a
broad range of automatic injectors, prefilled syringes and other innovative
health care devices, with a major focus on safe and convenient
participation by the patient in injection therapy.
2. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of October 31, 1996, the results of its operations
and cash flows for the three-month periods ended October 31, 1996 and 1995.
The results of operations for the three months ended October 31, 1996 are
not necessarily indicative of the results that may be expected for the
fiscal year ended July 31, 1997.
3. The Company's unaudited consolidated condensed financial statements as of
and for the three-month period ended October 31, 1996 include STI's revenue
and expenses for the three-month period ended October 31, 1996 and STI's
assets and liabilities as of October 31, 1996. The Company's unaudited
consolidated condensed financial statements as of and for the three-month
period ended July 31, 1995 and notes to financial statements do not include
STI balances. Other significant accounting principles and practices
followed by the Company are set forth in Note 1 of the Notes to the June
30, 1996 Consolidated Financial Statements.
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements (continued)
October 31, 1996
4. Inventories consisted of the following:
October 31, July 31,
1996 1996
---- ----
Components and sub-assemblies $3,506,056 $3,260,703
Material, labor and
overhead costs in process 1,119,922 1,417,250
Finished goods 871,829 1,108,152
---------- ----------
5,497,807 5,786,105
Inventory reserve (660,479) (455,707)
---------- ----------
$4,837,328 $5,330,398
---------- ----------
---------- ----------
5. In fiscal 1995, STI's Board of Directors approved a restructuring plan
which resulted in a $450,000 charge against earnings for the relocation of
corporate headquarters. As part of this plan, STI initiated certain
organizational changes during 1996 resulting in additional charges related
to employee severance benefits provided to certain employees terminated
during fiscal 1996.
The following table sets forth STI's restructuring reserve as of October
31, 1996:
Restructuring Reserves
Relocation Employee
of facilities Separations Total
------------- ----------- -----
Relocation of facilities $450,000 $450,000
Restructuring of operations $321,900 321,900
Cash payments (7,200) (124,300) (131,500)
-------- -------- --------
Reserve as of June 30, 1996 442,800 197,600 640,400
Cash payments - - -
-------- -------- --------
Reserve as of July 31, 1996 442,800 197,600 640,400
Cash payments - (70,200) (70,200)
-------- -------- --------
Reserve as of October
31, 1996 $442,800 $127,400 $570,200
-------- -------- --------
-------- -------- --------
<PAGE>
Brunswick Biomedical Corporation
Notes to Consolidated Condensed Financial Statements (continued)
October 31, 1996
In October 1996, STI signed a letter of intent to sublease its
corporate office space in Rockville, Maryland and entered into a new lease
in Columbia, Maryland for the relocation of the corporate headquarters.
The reserve balance for the relocation of facilities at October 31, 1996 is
sufficient to cover both the moving costs and the lease rate differential
on the sublease. STI moved its corporate headquarters in December 1996.
6. On November 20, 1996, the Company merged with and into STI in
accordance with the terms of the Agreement and Plan of Merger dated
September 11, 1996.
