-----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, Mz6tDK15NRCG/vUVUveyUmT4m2qy6816Cu4psSwDl++eGDgu8AMipq2ttlfJ7VBA qFCjelKRxA9W4GRz3CA8Eg== 0000950134-97-009623.txt : 19980102 0000950134-97-009623.hdr.sgml : 19980102 ACCESSION NUMBER: 0000950134-97-009623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971231 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEST MEDICAL INC CENTRAL INDEX KEY: 0000351721 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 751646002 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10521 FILM NUMBER: 97747392 BUSINESS ADDRESS: STREET 1: ONE ALLENTOWN PKWY CITY: ALLEN STATE: TX ZIP: 75002 BUSINESS PHONE: 2143909800 MAIL ADDRESS: STREET 1: ONE ALLENTOWN PARKWAY CITY: ALLEN STATE: TX ZIP: 75002 8-K 1 FORM 8-K FOR PERIOD ENDING 12/29/97 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 31, 1997 (DECEMBER 29, 1997) QUEST MEDICAL, INC. ------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) TEXAS 0-10521 75-1646002 ----- ------- ---------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION)
201 ALLENTOWN PARKWAY ALLEN, TEXAS 75002 ------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 390-9800 1 2 ITEM 5. OTHER EVENTS. On December 30, 1997, Quest Medical, Inc. announced that it has agreed to sell its cardiovascular and intravenous fluid delivery products division to Atrion Corporation (the "Sale"). The Press Release announcing the agreement is filed herewith as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated December 30, 1997, relating to the Sale. 2 3 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. Dated: December 31, 1997 QUEST MEDICAL, INC. By: /s/ F. Robert Merrill III --------------------------------- F. Robert Merrill III Senior Vice President - Finance, Secretary and Treasurer 3 4 INDEX TO EXHIBITS
Exhibit Number Description ------ ----------- 99.1 Press Release dated December 30, 1997 relating to the Sale.
EX-99.1 2 PRESS RELEASE 1 [QUEST MEDICAL, INC. LETTERHEAD] FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- For Further Information: AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD: F. Robert Merrill Karl Plath Kate Rajeck Sr. Vice President Finance General Inquiries Analyst Inquiries 972 390-9800 / Ext: 204 312 640-6738 415 986-1591 - -------------------------------------------------------------------------------- QUEST MEDICAL ANNOUNCES SALE OF CARDIOVASCULAR DIVISION DALLAS, DECEMBER 30, 1997 - QUEST MEDICAL, INC. (NASDAQ: QMED), a manufacturer of proprietary products for the healthcare industry, announced today that it has agreed to sell its cardiovascular and intravenous fluid products division, including the Myocardial Protection System(R) product line, to Atrion Corporation (NASDAQ: ATRI). The transaction is expected to close in January 1998. Quest will receive approximately $24.5 million in cash (subject to certain purchase price adjustments) for the division. Quest has also granted Atrion a nine-month option to purchase Quest's Allen, Texas manufacturing facility and corporate headquarters for $6.5 million. Quest will lease space in the Allen facility to Atrion during a transition period. Atrion has stated that it will relocate its executive offices to the Allen facility. If Atrion purchases the facility, Quest would relocate its Advanced Neuromodulation System ("ANS") business to a new location in the North Dallas area. As part of the transaction, approximately 130 Quest employees will accept employment with Atrion, including certain executive officers. Other employees and executive officers (about 100 in number) will stay with Quest. The cardiovascular division generated approximately $14.7 million in revenues in the year ended December 31, 1996 and $10.8 million in revenues in the nine months ended September 30, 1997. As announced in a press release dated December 15, 1997, Quest will continue to operate its profitable and growing ANS business. Revenue for the ANS division was $11.4 million for 1996 and $10.8 million for the first nine months of 1997, and increased 46 percent in the third quarter over the comparable 1996 quarter and 30 percent for the nine months ended September 30 compared to the prior year nine month period. ANS earnings before interest, taxes, depreciation and amortization for the nine months of 1997 was $2,949,000 (excluding a second quarter 1997 pretax write-off for ANS inventory of previous designs of $479,000). Quest will use approximately $9 million of the cash proceeds to pay off debt and the expenses of the transaction. Following the transaction, Quest will have approximately $15 million in cash and no debt other than its Allen facility mortgage. If Atrion exercises the 2 purchase option on the Allen facility, Quest would receive another $2.7 million in net proceeds after paying off the mortgage. Quest's Board of Directors said that it will consider using a portion of the transaction proceeds to implement a stock repurchase program. "We believe this transaction is a good one for Quest/ANS because it allows us to focus our efforts on the ANS business and, with our strengthened balance sheet, to capitalize on significant market opportunities in the neuromodulation market, without the distractions of maintaining the cardiovascular business. We intend to not only enhance our existing radio-frequency (RF) product line with advanced RF technology, but also to expand our product line to include an implantable pulse generator (IPG). IPG products currently account for approximately 80% of the units sold in the spinal cord stimulation market. We are also very interested in expanding the use of our ANS products to address other neurological-related health problems, including motor disorders, Parkinson's Disease and angina," commented F. Robert Merrill III, the Company's acting CEO. Quest Medical designs, develops, manufactures and markets a variety of healthcare products used primarily in neuromodulation, cardiovascular surgery and intravenous fluid delivery applications. The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipate", "believe", "estimate", "expect", "predict" and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to, whether a stock repurchase program will be approved by the Board of Directors, and other risks detailed from time to time in the Company's SEC public filings. -----END PRIVACY-ENHANCED MESSAGE-----