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
May 8, 1998
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Date of Report (Date of earliest event reported)
MERIDIAN MEDICAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5958 52-0898764
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10240 Old Columbia Road
Columbia, Maryland 21046
(410) 309-6830
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(Address of principal executive offices, including zip code,
and telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Filed herewith as Exhibits 99.1 and 99.2 are copies of press releases
issued by Meridian Medical Technologies, Inc. (the "Company") on May 8, 1998.
Such press releases are incorporated herein by reference.
The Senior Subordinated debt referred to in Exhibit 99.2 is in the
aggregate principal amount of $15 million, bears interest at an annual rate of
12% payable quarterly and matures on April 30, 2005 (the "Note"). In conjunction
with the issuance of the Note, the Company issued to the investor warrants to
purchase 204,770 shares of the Company's common stock, par value $.10 per share
("Common Stock"), when exercised and registration rights with respect to such
Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The exhibits listed in the Exhibit Index are filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Meridian Medical Technologies, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MERIDIAN MEDICAL TECHNOLOGIES, INC.
By: /s/ G. Troy Braswell
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G. Troy Braswell
Chief Financial Officer
Date: May 8, 1998
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EXHIBIT INDEX
99.1 Press Release of Meridian Medical Technologies, Inc. dated May 8, 1998.
99.2 Press Release of Meridian Medical Technologies, Inc. dated May 8, 1998.
Exhibit 99.1
Contact: Lori McGahren-Clemens,
Ogilvy Public Relations
1-212-880-5346
Thomas Handel
Meridian Medical
1-410-309-6830
IMMEDIATE RELEASE
MERIDIAN ANNOUNCES NATIONWIDE VOLUNTARY CLASS I
RECALL OF EPIPEN(R) AND EPIPEN(R) JR. AUTO-INJECTORS
COLUMBIA, MD, May 08, 1998 -- Meridian Medical Technologies, Inc.
(NASDAQ:MTEC) today announced that it is conducting a voluntary Class I recall
of 47 lots of EpiPen(R) and EpiPen(R) Jr. auto-injectors distributed in the
U.S., Germany, Israel, Denmark, Canada, Turkey, Australia, Greece and South
Africa. Meridian is recalling these products because some of these may not
provide effective doses of medication to treat acute allergic emergencies
(anaphylaxis). Patients who have product with the involved lot numbers should
return them to their place of purchase for a free replacement. If a replacement
is not available, patients should contact their healthcare provider. For further
information, patients may call 1-800-240-5788.
The affected product was distributed in the U.S. by Dey Laboratories
between July 1997 and April 1998 and is identified on the packaging as being
manufactured for Center Laboratories or Dey Laboratories by Survival Technology,
Inc. or Meridian Medical Technologies. The EpiPen and EpiPen Jr. lot numbers are
imprinted on both the end of the outside of the carton and on the auto-injector
label (in the clear area).
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Page Two
Lot numbers involved are: 7SX208, 7SX209, 7SX216, 7SX217, 7SX194 7RX204, 7RX223
7SR247, 7SR265, 7SR286, 7SR292, 7SR293, 7SR317, 7SR318, 7SR321, 7SR342, 7SR355,
7SR356, 7SR358, 7SR370, 7SR371, 7SR378 7JR242, 7JR243, 7JR289, 7JR290, 7JR323,
7JR361, 7JR362, 7JR374, 7JR375, 8SR004, 8SS077, 8SS078, 7C6214, 7C6279, 7C8277,
7C8381, 7F7221, 7F7262, 7F7380, 7C5238, 7C5376, 7F8391, 7F8220, 7F8263, 7CA382
All other lot numbers are safe to use.
"We have identified and addressed the cause of the problem. We are
confident it is isolated to these lots. The problem arose in the process of
advancing our automated production capabilities. Thus, we have returned to our
original and unaffected production method", stated James H. Miller, chairman,
president and chief executive officer of Meridian. "While no patient has been
affected, our ultimate responsibility is to protect those patients who depend on
the life-saving capability of the EpiPen auto-injector. That is our number one
priority, as it has been in the over 17 years that we have been manufacturing
EpiPen and EpiPen Jr. products."
Meridian has manufactured approximately 150 million auto-injectors in
the history of the company and has produced EpiPen and EpiPen Jr. for more than
17 years. Meridian Medical Technologies is a worldwide leader in the development
of auto-injector drug delivery systems. The company also develops and
manufactures emerging products for the cardiopulmonary care market. Meridian
Medical Technologies provides technology solutions for medicine in early
intervention home healthcare and emergency medical technologies. Additional
Company information is available on the World Wide Web at www.meridianmeds.com.
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Exhibit 99.2
Contact: James H. Miller
Chairman, President and CEO
G. Troy Braswell
V.P. Finance and CFO
Meridian Medical
1-410-309-6830
IMMEDIATE RELEASE
MERIDIAN ANNOUNCES PRELIMINARY THIRD QUARTER RESULTS -
DILUTED EARNINGS FROM CONTINUING OPERATIONS AT $0.22/SHARE
BEFORE SPECIAL CHARGES
COLUMBIA, MD, May 8, 1998 - Meridian Medical Technologies, Inc.
(NASDAQ:MTEC) today announced preliminary earnings for its third quarter ended
April 30, 1998. Earnings from continuing operations, exclusive of the
non-recurring charge described below, increased 22 percent to an anticipated
$721,000 or $0.22 per diluted share on revenues of $13.1 million, compared to
prior year third quarter earnings of $589,000 or $0.20 per diluted share on
revenues of $10.7 million.
The company will also record two additional items in fiscal third
quarter. Results will include a provision of an estimated ($2.2) million, ($1.4)
million after tax or ($0.42) per diluted share for the EpiPen(R) recall being
announced today. The third quarter results will also include a planned
extraordinary charge of ($494,000) or ($0.15) per diluted share net of tax as a
result of its successful refinancing of debt. The reported net loss for the
fiscal third quarter is anticipated to be ($1.1) million or ($0.35) per diluted
share. Even after the EpiPen(R) provision, the company anticipates nine-month
earnings before extraordinary charges of $0.18 per diluted share and $0.03 per
diluted share total net earnings.
"While the EpiPen recall will have a one-time negative effect on net
earnings, we are pleased with the company's continuing strong operating results
that have enabled us to refinance our long-term debt," said James H. Miller,
chairman, president and chief executive officer of Meridian.
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Page Two
"Based on consistently improving performance from the ongoing implementation of
key strategies, we remain confident of the company's ability to achieve
long-term growth in shareholders value."
The anticipated 22 percent improvement in third quarter net income from
continuing operations, excluding the EpiPen(R) reserve provision, results from a
16 percent increase in revenues. Coupled with higher revenues, the company
continued to control costs resulting in an anticipated $730,000 increase in
operating income from the prior year third quarter.
The company also reported that it was successful in its major objective
to refinance its debt. In the third quarter, the company repaid merger-related
debt by issuing $15 million of senior subordinated debt to an institutional
purchaser. Remaining net proceeds of approximately $3.5 million are available
for corporate purposes. The company can now direct cash to operating and
investment options, which before were required for term principal amortizations.
Meridian Medical Technologies is a worldwide leader in the development
of auto-injector drug delivery systems and has strong core technologies in
non-invasive cardiopulmonary diagnostics. Meridian provides technology solutions
for medicine in early intervention home healthcare and emergency medical
technologies. Additional company information is available on the World Wide Web
at www.meridianmeds.com.
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Certain statements contained in this document that are not historical fact are
"forward-looking" statements and involve important risks and uncertainties. Such
risk and uncertainties, which are detailed in the company's filings with the
Securities and Exchange Commission, could cause the company results to differ
materially from the company's current expectations as expressed in this
document.
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