-----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, NrkHRMMgpp03qUQMyShwk4zKG5uqnjwl+WpsWoZnQrdaXa1ltkcVsM2Ty4lBktS4 Hrgj7whM6+G/cUbyZZJ/HA== 0000950117-03-002844.txt : 20030702 0000950117-03-002844.hdr.sgml : 20030702 20030702111420 ACCESSION NUMBER: 0000950117-03-002844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030702 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VITAL SIGNS INC CENTRAL INDEX KEY: 0000865846 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 112279807 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18793 FILM NUMBER: 03770058 BUSINESS ADDRESS: STREET 1: 20 CAMPUS RD CITY: TOTOWA STATE: NJ ZIP: 07512 BUSINESS PHONE: 2017901330 MAIL ADDRESS: STREET 1: 20 CAMPUS RD CITY: TOTOWA STATE: NJ ZIP: 07512 8-K 1 a35688.txt VITAL SIGNS, INC. 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): July 2, 2003 VITAL SIGNS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 0-18793 11-2279807 - --------------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.)
20 Campus Road, Totowa, New Jersey 07512 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (973) 790-1330 ---------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of Vital Signs, Inc. dated July 2, 2003. ITEM 9. REGULATION FD DISCLOSURE. On July 2, 2003, Vital Signs, Inc. (the "Company") issued a press release regarding results for the three months ended June 30, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company's results of operations for the three months ended June 30, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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 thereunto duly authorized. VITAL SIGNS, INC. By: /s/ Frederick S. Schiff ------------------------------- Name: Frederick S. Schiff Title: Chief Financial Officer Date: July 2, 2003 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 99.1 Press release, dated July 2, 2003, issued by the Company.
EX-99 3 ex99-1.txt EXHIBIT 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE VITAL SIGNS, INC. LOWERS THIRD QUARTER EARNINGS ESTIMATES TOTOWA, N.J., July 2, 2003 -- VITAL SIGNS, INC. (NASDAQ: VITL) today announced that it is lowering third quarter fiscal 2003 earnings estimates. Preliminary indications for sales for the third quarter suggest a positive revenue trend over the prior quarter, and the comparable quarter last year. Nevertheless, earnings per share from continuing operations is expected to be negatively impacted by three items. On May 8, 2003, at the time of the Company's second quarter earnings release, the Company indicated that for the third quarter ending June 30, 2003, earnings per share from continuing operations on a fully diluted basis were expected to be closer to $0.51 per share than $0.43 per share. In providing the May 8, 2003 guidance with respect to the third quarter 2003, the Company did not anticipate the following items (which have a total effect of approximately $0.09 per share) that have recently come to the attention of management: o As previously announced, on May 7, 2003 a complaint was filed against the Company and two of its officers. In connection with that lawsuit and at the request of management, the Company's Audit Committee is conducting a special review into the matters alleged by the plaintiff, a former CFO of the Company. Accounting and legal expenses of approximately $425,000 to $475,000, will be incurred during the third quarter in connection with the Audit Committee review and related proceedings. o In connection with the continuing review of the Company's tax returns, certain state tax returns for prior periods are in the process of being re-filed, resulting in an incremental tax expense, interest and penalties of approximately $350,000 to $400,000 during the third quarter. o As part of the Company's continuing evaluation of its inventory, the Company expects to write off certain inventory approximating $600,000 to $625,000. The Company now anticipates that third quarter 2003 fully diluted earnings per share from continuing operations will be in the $0.38 to $0.40 range. vital signs inc. The Company is continuing to evaluate and review each of the noted items, and will provide an update when announcing its third quarter earnings. All statements in this press release (including the Company's guidance with respect to third quarter results), other than historical statements, constitute Forward Looking Statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from such statements as a result of a variety of risks and uncertainties, including unanticipated delays in bringing products to market, market conditions, competitive responses, and difficulties in predicting quarterly results before all financial data for the Company's business units have been consolidated and reviewed as well as other factors referred to by Vital Signs in its Annual Report on Form 10-K for the year ended September 30, 2002. Vital Signs, Inc. and its subsidiaries design, manufacture and market primarily single-use medical products for the anesthesia, respiratory/critical care and sleep/ventilation markets, achieving the number one market share position in five of its major product categories. In addition, we provide pharmaceutical technology services to the pharmaceutical and medical device industry. The Company was recently recognized in the October 2002 issue of Forbes Magazine as one of "The 200 Best Small Companies". Vital Signs is ISO 9001 certified and has CE Mark approval for its products. FOR FURTHER INFORMATION, CONTACT: Terry D. Wall, President or Frederick S. Schiff, Chief Financial Officer (973) 790-1330 http://www.vital-signs.com vital signs inc. -----END PRIVACY-ENHANCED MESSAGE-----