-----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, OrITnQWYu2KoMcBOUSf5NDvz3edM33VRJPTZYpBi9t4rJAeJM537WvyuBZzulJUw imYI3DvgnYAkEf8cailC5A== 0000950134-03-013639.txt : 20031017 0000950134-03-013639.hdr.sgml : 20031017 20031017142509 ACCESSION NUMBER: 0000950134-03-013639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOVIS LIFE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000780127 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411526554 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13907 FILM NUMBER: 03945638 BUSINESS ADDRESS: STREET 1: 2575 UNIVERSITY AVENUE CITY: ST PAUL STATE: MN ZIP: 55114-1024 BUSINESS PHONE: 6516033700 FORMER COMPANY: FORMER CONFORMED NAME: BIO VASCULAR INC DATE OF NAME CHANGE: 19920703 8-K 1 c80171e8vk.txt FORM 8-K - -------------------------------------------------------------------------------- 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 Date of Report (Date of earliest event reported): October 16, 2003 SYNOVIS LIFE TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) State of Incorporation: Minnesota I.R.S. Employer Identification No.: 41-1526554 Address of principal executive offices: 2575 University Ave. W. St. Paul, Minnesota 55114 Telephone Number: (651) 603-3700 ---------- Item 7. Financial Statements and Exhibits. (c) Exhibits. (99.1) Synovis Life Technologies, Inc. News Release dated October 16, 2003. (99.2) Synovis Life Technologies, Inc. News Release dated October 17, 2003. Item 9. Regulation FD Disclosure On October 16, 2003, Synovis Life Technologies, Inc. (Synovis) issued a press release announcing its earnings guidance for the fiscal year ending October 31, 2004. On October 17, 2003, Synovis issued a press release clarifying market confusion regarding the earnings guidance for the fiscal year ending October 31, 2004. The press releases appearing in Exhibit 99.1 and Exhibit 99.2 are not filed but are furnished in accordance with Item 9 of Form 8-K. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2. Synovis will also publish the press release, including the supplemental information contained therein, on its website www.synovislife.com. SIGNATURE 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 hereunto duly authorized. SYNOVIS LIFE TECHNOLOGIES, INC. October 17, 2003 By: /s/ Connie L. Magnuson ----------------------------- Connie L. Magnuson Vice-President of Finance and Chief Financial Officer 2 EX-99.1 3 c80171exv99w1.txt NEWS RELEASE DATED OCTOBER 16, 2003 EXHIBIT 99.1 FROM: FOR: Padilla Speer Beardsley Inc. Synovis Life Technologies, Inc. 1101 West River Parkway 2575 University Ave. Minneapolis, Minn. 55415 St. Paul, Minn. 55114 CONTACT: CONTACT: Nancy A. Johnson Karen Gilles Larson, President and CEO (612) 455-1700 Connie L. Magnuson, CFO njohnson@psbpr.com (651) 603-3700 FOR IMMEDIATE RELEASE SYNOVIS LIFE TECHNOLOGIES PROVIDES GUIDANCE FOR FISCAL 2004 COMPANY FORECASTS CONSOLIDATED REVENUE RANGE OF $75 MILLION TO $79 MILLION AND EPS RANGE OF 56 CENTS TO 60 CENTS FOR FISCAL 2004 St. PAUL, Minn., October 16, 2003 -- Synovis Life Technologies, Inc. (NASDAQ: SYNO), a diversified medical device manufacturer, anticipates consolidated revenue in the range of $75 million to $79 million, with earnings per diluted share of $0.56 to $0.60 for the upcoming fiscal year ending October 31, 2004. The company guidance for fiscal 2003 remains at $58 million to $59 million in consolidated revenue, with earnings of $0.43 to $0.46 per diluted share. Synovis plans to announce fourth-quarter and fiscal 2003 performance on December 5, 2003. "Our fundamental strategies are producing results, and we are enthusiastic about our growth prospects in fiscal 2004 and beyond," said Karen Gilles Larson, president and chief executive officer of Synovis Life Technologies. "The investments we have made in research and development, acquisitions, manufacturing capacity and infrastructure are delivering substantial gains in our interventional and surgical businesses, while positioning both businesses for future growth." (more) Synovis Life Technologies, Inc. October 16, 2003 Page 2 The interventional business continues to grow as the use of interventional devices to treat disease expands, customers recognize Synovis' expertise in developing, prototyping and manufacturing key components of these products and as Synovis broadens its capabilities, products and services. The increasing use of Peri-Strips in gastric bypass is the big growth driver in the surgical business. Peri-Strips revenue climbed to $8.7 million for the nine months ended July 31, 2003, a 71 percent gain over the prior-year period. In August 2003, the Centers for Medicare & Medicaid Services (CMS) announced a decision to reimburse lung volume reduction surgery (LVRS), a treatment for certain emphysema patients that frequently involves the use of Peri-Strips. Peri-Strips were originally cleared for use in LVRS but a 1996 national non-coverage decision virtually stopped the procedure. In fiscal 1995, the only full year of LVRS reimbursement, Peri-Strips revenue was $5.6 million, with an estimated 50 percent market share. Said Larson, "We look forward to the reinstatement of reimbursement for LVRS and the expected additional demand for Peri-Strips. The fiscal 2004 revenue estimate announced today includes just $1.5 million of Peri-Strips sales related to LVRS, or two percent of consolidated revenue. At this point, we do not know the implementation date for CMS reimbursement or the demand for a procedure that has been done infrequently for the last eight years. When we have a clearer picture, we will adjust our guidance accordingly." Synovis recently completed a private placement of 1.5 million shares of common stock, and received net proceeds of $36.5 million to use for working capital, general corporate purposes and potential acquisitions. The company now has 11.4 million shares outstanding. The new guidance for fiscal 2004 is based on this share amount. ABOUT SYNOVIS LIFE TECHNOLOGIES Synovis Life Technologies, Inc., based in St. Paul, Minn., is a diversified medical device company engaged in developing, designing, manufacturing and bringing to market medical devices for the surgical and interventional treatment of disease. For additional information on Synovis Life Technologies and its businesses, visit the company's Web site at www.synovislife.com. (more) Synovis Life Technologies, Inc. October 16, 2003 Page 3 Forward-looking statements contained in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements can be identified by words such as "should", "may", "will", "expect", "believe", "anticipate", "estimate", "continue", or other similar expressions. Certain important factors that could cause results to differ materially from those anticipated by the forward-looking statements made herein include the timing of product introductions, the number of certain surgical procedures performed and the level of orders from contract manufacturing customers. A full discussion of factors can be found in the company's Annual Report on Form 10-K for the year ended October 31, 2002. # # # EX-99.2 4 c80171exv99w2.txt NEWS RELEASE DATED OCTOBER 17, 2003 EXHIBIT 99.2 FROM: FOR: Padilla Speer Beardsley Inc. Synovis Life Technologies, Inc. 1101 West River Parkway 2575 University Ave. Minneapolis, Minn. 55415 St. Paul, Minn. 55114 CONTACT: CONTACT: Marian Briggs Karen Gilles Larson, President and CEO (612) 455-1700 Connie L. Magnuson, CFO mbriggs@psbpr.com (651) 603-3700 FOR IMMEDIATE RELEASE SYNOVIS LIFE TECHNOLOGIES SEEKS TO CLARIFY MARKET CONFUSION REGARDING EPS GUIDANCE FOR FISCAL 2004 COMPANY'S HIGH-END EPS GUIDANCE EXCEEDS SHARE-ADJUSTED EPS OF ANALYSTS ACTIVELY COVERING THE COMPANY St. PAUL, Minn., October 17, 2003 -- Synovis Life Technologies, Inc. (NASDAQ: SYNO), a diversified medical device manufacturer, in response to confusion in the marketplace is issuing this statement about the fiscal 2004 guidance the company released yesterday: The company stated that it anticipates earnings per diluted share of $0.56 to $0.60 for the upcoming fiscal year ending October 31, 2004. The release noted that the company's guidance is based on 11.4 million shares outstanding, which includes 1.5 million shares from a private placement completed in September. The estimates of analysts actively covering the company referenced in various news reports yesterday, when adjusted for the new share count, are a consensus of $0.57 per diluted share for fiscal 2004. Therefore, the company's guidance of earnings per diluted share of $0.56 to $0.60 exceeds the share-adjusted EPS consensus of analysts actively covering the company referenced in the media yesterday. (more) Synovis Life Technologies Clarifies Fiscal 2004 Guidance October 17, 2003 Page 2 ABOUT SYNOVIS LIFE TECHNOLOGIES Synovis Life Technologies, Inc., based in St. Paul, Minn., is a diversified medical device company engaged in developing, designing, manufacturing and bringing to market medical devices for the surgical and interventional treatment of disease. For additional information on Synovis Life Technologies and its businesses, visit the company's Web site at www.synovislife.com. Forward-looking statements contained in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The statements can be identified by words such as "should", "may", "will", "expect", "believe", "anticipate", "estimate", "continue", or other similar expressions. Certain important factors that could cause results to differ materially from those anticipated by the forward-looking statements made herein include the timing of product introductions, the number of certain surgical procedures performed and the level of orders from contract manufacturing customers. A full discussion of factors can be found in the company's Annual Report on Form 10-K for the year ended October 31, 2002. # # # -----END PRIVACY-ENHANCED MESSAGE-----