-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jgn14FBTfiPouiEdNNP4MSy0UrtWQsDiBt1LE3aPYVXj3KDBukhNZPkHIXggqjhr 7x3glkjewteIyMkHL5o46w== 0000950116-05-000512.txt : 20050210 0000950116-05-000512.hdr.sgml : 20050210 20050210141356 ACCESSION NUMBER: 0000950116-05-000512 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11344 FILM NUMBER: 05592211 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 8-K/A 1 eight-ka.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of earliest event reported): February 10, 2005 (January 27, 2004) INTERMAGNETICS GENERAL CORPORATION ----------------------------------------------- (Exact Name of Registrant Specified in Charter) Delaware 001-11344 14-1537454 ---------------- --------------------- -------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) Old Niskayuna Road, P.O. Box 461, Latham, New York 12110-0461 - ------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (518) 782-1122 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS This Amendment No. 2 (the "Amendment") amends and supplements the Form 8-K (the "Form 8-K") filed on February 10, 2004 and the 8-K/A Amendment No. 1 filed on April 12, 2004 by Intermagnetics General Corporation, a Delaware corporation ("Intermagnetics"), in connection with the completion by Intermagnetics of the cash tender offer for Invivo Corporation ("Invivo") and the subsequent merger of Invivo into Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a wholly owned subsidiary of Intermagnetics formed solely for the purpose of acquiring Invivo shares. By this Amendment, Intermagnetics is filing the unaudited condensed consolidated financial statements and the related footnotes of Invivo Corp as of and for the six months ended December 31, 2003 as required by Item 9.01(a) which were omitted from the 8-K/A filed with the Securities and Exchange Commission on April 12, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Intermagnetics incorporates by reference (i) the unaudited consolidated financial statements of Invivo for the six months ended December 31, 2002, including the notes therein, contained in the section entitled "Financial Information" of the Form 10-Q filed by Invivo on February 14, 2003 and (ii) the audited consolidated financial statements for the year ended June 30, 2003, including the auditor's report and notes included therein, contained in the section entitled "Financial Statements and Supplementary Data" of the Form 10-K/A filed by Invivo on November 10, 2003. The unaudited consolidated financial statements and related footnotes of Invivo as of and for the six months ended December 31, 2003 are included as Exhibit 99.1 hereto. (b) Intermagnetics incorporates by reference the Unaudited Pro Forma Consolidated Income Statement of Intermagnetics, MRID and Invivo for the fiscal year ended May 30, 2004 which is contained as Exhibit 99.2 on Form 8-K/A Amendment No.2 as filed by Intermagnetics General Corporation with the Securities and Exchange Commission on February 9, 2005. (c) Exhibits
- -------------------------------------------------------------------------------- Exhibit No. Description - -------------------------------------------------------------------------------- 23.1 Consent of KPMG, LLP - -------------------------------------------------------------------------------- 99.1 Unaudited Condensed Consolidated Financial Statements and related footnotes of Invivo Corp as of and for the six months ended December 31, 2003. - -------------------------------------------------------------------------------- 99.2* Unaudited consolidated financial statements of Invivo Corp. for the six months ended December 31, 2002 including the notes therein. - -------------------------------------------------------------------------------- 99.3** Audited consolidated financial statements for the year ended June 30, 2003, including the auditor's report and notes included therein. - -------------------------------------------------------------------------------- 99.4*** Unaudited Pro Forma Consolidated Income Statement of Intermagnetics, MRID and Invivo for the fiscal year ended May 30, 2004 - --------------------------------------------------------------------------------
* - Exhibit incorporated herein by reference contained in the section entitled "Financial Information" of the Form 10-Q filed by Invivo Corp. on February 14, 2003 ** - Exhibit incorporated herein by reference in the section entitled "Financial Statements and Supplementary Data" of the Form 10-K/A filed by Invivo on November 10, 2003 *** - Exhibit incorporated herein by reference as Exhibit 99.2 on Form 8-K/A Amendment No.2 as filed by Intermagnetics General Corporation with the Securities and Exchange Commission on February 9, 2005. 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. INTERMAGNETICS GENERAL CORPORATION Date: February 10, 2005 By: /s/ Michael K. Burke ----------------------- Michael K. Burke Executive Vice President and Chief Financial Officer EX-23.1 2 ex23-1.txt EXHIBIT 23.1 Exhibit 23.1 Consent of KPMG, LLP We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763, 33-38145, 33-44693, 33-50598, 33-55092, 33-72160, 333-10553, 333-42163, 333-75269, 333-51776 and 333-64822) of Intermagnetics General Corporation of our report dated August 5, 2003, except for Note 19, which is as of October 27, 2003 with respect to the consolidated balance sheets of Invivo Corporation as of June 30, 2003 and 2002 and the related consolidated statements of income, stockholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended June 30, 2003 which report is incorporated by reference in the Current Report (Form 8-K/A Amendment No. 2) of Intermagnetics General Corporation dated February 10, 2005. /s/ KPMG LLP San Francisco, California February 4, 2005 EX-99.1 3 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 INVIVO CORPORATION Condensed Consolidated Financial Statements and Accompanying Footnotes As of and for the Six Months Ended December 31, 2003 and 2002 (Unaudited) CONTENTS Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - As of December 31, 2003 and June 30, 2003 Condensed Consolidated Statements Of Income - For the six months ended December 31, 2003 and 2002 Condensed Consolidated Statements Of Cash Flows - For the six months ended December 31, 2003 and 2002 Notes to Condensed Consolidated Financial Statements INVIVO CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, 2003 and June 30, 2003 (Dollars in Thousands, Except Per Share Amounts)
December 31, June 30, 2003 2003 ------------ -------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,095 $ 1,275 Short-term Investments 8,573 8,258 Trade accounts receivable, net 17,095 16,048 Inventories: Raw materials 7,165 5,121 Work in process 2,938 3,302 Finished goods 2,630 3,593 -------- -------- 12,733 12,016 Deferred income taxes 2,053 1,913 Prepaid expenses and other 864 534 -------- -------- TOTAL CURRENT ASSETS 42,413 40,044 Property, plant and equipment, net 6,802 6,859 INTANGIBLE AND OTHER ASSETS Goodwill 12,222 12,222 Other assets 279 208 -------- -------- TOTAL ASSETS $ 61,716 $ 59,333 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 113 $ 113 Accounts payable 4,770 3,747 Accrued expenses and other current liabilities 6,686 7,208 Accrued Income Taxes 760 1,709 Other Current Liabilities 377 394 -------- -------- TOTAL CURRENT LIABILITIES 12,706 13,171 LONG-TERM DEBT, less current portion 1,294 1,351 DEFERRED INCOME TAXES 714 714 Shareholders' equity: Common stock, $.01 par value; authorized shares totaling 20,000,000; issued and outstanding shares totaling 5,906,962 as of December 31, 2003 and 3,883,549 as of June 30, 2003 59 39 Additional paid-in capital 18,524 17,863 Retained earnings 28,238 26,211 Accumulated other comprehensive income (loss) 181 (16) -------- -------- Total Shareholders' equity 47,002 44,097 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 61,716 $ 59,333 ======== ========
See accompanying notes to condensed consolidated financial statements. INVIVO CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED STATEMENTS OF INCOME For the Six Months Ended December 31, 2003 and 2002 (Dollars in Thousands)
2003 2002 ----------- ----------- Sales $ 33,240 $ 23,377 Cost of goods sold 16,559 11,379 ----------- ----------- Gross profit 16,681 11,998 Operating expenses: Selling, general and administrative 11,702 8,559 Research and experimental 2,130 1,553 ----------- ----------- Total operating expenses 13,832 10,112 ----------- ----------- Income from operations 2,849 1,886 Other income (expense): Interest income 59 373 Interest expense (23) (32) Other, net (11) 29 ----------- ----------- Income before income taxes 2,874 2,256 Income tax expense 846 702 ----------- ----------- Net income $ 2,028 $ 1,554 =========== =========== Net income per share: Basic $ 0.35 $ 0.23 =========== =========== Diluted $ 0.32 $ 0.22 =========== =========== Weighted average common shares outstanding: Basic 5,875,089 6,706,100 =========== =========== Diluted 6,249,544 7,029,366 =========== ===========
See accompanying notes to condensed consolidated financial statements. INVIVO CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Six Months Ended December 31, 2003 and 2002 (Dollars in Thousands)
2003 2002 -------- -------- Cash flows from operating activities: Net Income $ 2,028 $ 1,554 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,233 555 Deferred income taxes (140) (217) Changes in operating assets and liabilities: Trade receivables (918) (1,204) Inventories (717) (1,645) Prepaid expenses and other current assets (330) (239) Accrued expenses (522) (70) Accounts payable 1,023 881 Income taxes payable (949) (708) Other current liabilities (17) -- -------- -------- Net cash provided by (used in) operating activities 691 (1,093) Cash flows from investing activities: (Purchase) sale of short-term investments, net (246) 1,161 Restricted cash -- 165 Capital expenditures (1,177) (775) Other assets (71) (32) -------- -------- Net cash (used in) provided by investing activities (1,494) 519 Cash flows from financing activities: Exercise of stock options 680 503 Payments under long-term debt and capital leases (57) (57) -------- -------- Net cash provided by financing activities 623 446 -------- -------- Net (decrease) increase in cash and cash equivalents (180) (128) Cash and cash equivalents at beginning of period 1,275 1,006 -------- -------- Cash and cash equivalents at end of period $ 1,095 $ 878 ======== ========
See accompanying notes to condensed consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL The consolidated balance sheets as of December 31, 2003 and June 30, 2003 and the related consolidated statements of income and cash flows for the six-month periods ended December 31, 2003 and 2002, of Invivo Corporation (the "Company") are unaudited. The consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. Interim results are not necessarily indicative of results for a full year. The financial statements and notes do not contain certain information included in the Company's annual consolidated financial statements and notes. 2. DEBT AND BANK BORROWINGS The Company renewed its $1,000,000 bank line of credit on January 1, 2003. The Company's revolving bank line of credit is unsecured. At December 31, 2003, $1,000,000 was available under the line of credit. 3. COMPREHENSIVE INCOME The components of comprehensive income, net of tax, are as follows: Six Months Ended December 31, (in thousands) 2003 2002 ---- ---- Net income $ 2,028 $ 1,554 Change in unrealized gain on short-term investments 69 69 Change in foreign currency translation 128 15 ------- ------- Comprehensive Income $ 2,225 $ 1,638 ======= ======= 4. NET INCOME PER COMMON SHARE The following table presents the calculation for basic and diluted net income per common share: Six Months Ended December 31, -------------------------- 2003 2002 ---------- ---------- BASIC Weighted average common shares outstanding 5,875,089 6,706,100 ========== ========== Net income $ 2,028 $ 1,554 ========== ========== Basic net income per common share $ 0.35 $ 0.23 ========== ========== DILUTED Weighted average common shares outstanding (basic) 5,875,089 6,706,100 Diluted stock options 374,455 323,267 ---------- ---------- Weighted average common shares outstanding (diluted) 6,249,544 7,029,366 ========== ========== Net income $ 2,028 $ 1,554 ========== ========== Diluted net income per common share $ 0.32 $ 0.22 ========== ========== 5. STOCK-BASED COMPENSATION DISCLOSURE The Company has established stock option plans to provide for the granting of stock options to employees (including officers and directors) at prices not less than the fair market value of the Company's common stock at the date of grant. Options vest ratably over four years and expire in ten years. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation -- Transition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148 amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. The following table illustrates the effect on net income and earnings per share for the interim periods presented if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation. The fair value of options issued under the plans was determined at the date of grant using a Black-Scholes option pricing model with the following assumptions: no dividend yield; volatility factor of the expected market price of the Company's stock of 78% and 77% for the six months ended December 31, 2003 and 2002, respectively; a forfeiture rate of 5%; a weighted-average expected life of options of five years; and risk-free interest rates of 2.96% and 3.10% for the six months ended December 31, 2003 and 2002, respectively. For the purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. Six Months Ended (in thousands except per share data) December 31, ------------------ 2003 2002 ------- ------- Net income, as reported $ 2,028 $ 1,554 Deduct: Total stock based employee compensation expense determined under the fair value based method for all awards, net of related tax effects (426) (326) ------- ------- Pro forma net income $ 1,602 $ 1,228 Earnings per share: Basic - as reported $ 0.35 $ 0.23 ======= ======= Basic - pro forma $ 0.27 $ 0.18 ======= ======= Diluted - as reported $ 0.32 $ 0.22 ======= ======= Diluted - pro forma $ 0.26 $ 0.17 ======= ======= 6. ACQUISITION BY INTERMAGNETICS On December 17, 2003, Intermagnetics General Corporation announced their intention to acquire all the outstanding common stock of the Company. The deal was structured as an all cash transaction valued at $22.00 per share. The transaction closed on January 26, 2004. -----END PRIVACY-ENHANCED MESSAGE-----