e8vk
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): September 22, 2005
SurModics, Inc.
(Exact name of Registrant as Specified in its Charter)
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Minnesota
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(State or Other Jurisdiction of Incorporation)
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0-23837
(Commission File Number)
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41-1356149
(IRS Employer
Identification No.) |
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9924 West 74th Street
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Eden Prairie, Minnesota 55344
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(Address of Principal Executive Offices and Zip Code)
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(952) 829-2700
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(Registrants telephone number, including area code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.06 Material Impairments.
On September 22, 2005, SurModics, Inc. entered into an agreement for the sale of its
Bloomington, Minnesota, facility, including the 27 acres of land associated therewith. In light of
the anticipated monetary results of the companys sale process for this facility, in connection
with the execution of the sale agreement the company concluded that it expects to record a non-cash
impairment charge of $2.0 to $2.5 million in the fourth quarter of fiscal 2005.
Item 8.01 Other Events.
On September 23, 2005, SurModics, Inc. issued a press release entitled SurModics to Sell
Bloomington Facility. The full text of the press release is set forth in Exhibit 99.1 attached
hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements: None.
(b) Pro forma financial information: None
(c) Exhibits:
99.1 Press Release dated September 23, 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 hereunto duly authorized.
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SURMODICS, INC.
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By /s/ Bruce J Barclay
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Date: September 26, 2005 |
Name: |
Bruce J Barclay |
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Title: |
Chief Executive Officer |
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
EXHIBIT INDEX
to
FORM 8-K
SURMODICS, INC.
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Date of Report:
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Commission File No.: |
September 22, 2005
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0-23837 |
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Exhibit No. |
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ITEM |
99.1
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Press Release dated September 23, 2005. |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
SurModics to Sell Bloomington Facility
EDEN PRAIRIE, Minnesota September 23, 2005 SurModics, Inc. (Nasdaq: SRDX), a leading
provider of surface modification and drug delivery technologies to the healthcare industry,
announced today that it has entered into an agreement for the sale of its Bloomington, Minnesota
facility. In connection with the sale agreement, the company expects to record an impairment charge
of $2 to $2.5 million in the fourth quarter of fiscal year 2005.
We are pleased to reach agreement for the sale of our Bloomington contract manufacturing
facility, said Bruce Barclay, President and CEO of SurModics. Consistent with our previously
stated growth strategy, we firmly believe the companys capital is best utilized by securing access
to and developing technologies that our customers need, rather than brick and mortar to support a
contract manufacturing strategy. Furthermore, the expense savings we will realize once we have
exited the facility will positively impact our profitability going forward.
SurModics is making improvements to its Eden Prairie headquarters in anticipation of transferring
all remaining operations from the Bloomington facility. The company expects the transfer to be
completed by the end of the third quarter of fiscal year 2006. Vacating the Bloomington facility
will save approximately $1 million in annual operating expenses.
About SurModics, Inc.
SurModics, Inc. is a leading provider of surface modification technologies, in the areas of
biocompatibility, site-specific drug delivery, biological cell encapsulation, and medical
diagnostics. SurModics partners with the worlds foremost medical device, pharmaceutical and life
science companies to bring innovation together for better patient outcomes. A significant portion
of SurModics revenue is generated by royalties from the sale of commercial products resulting from
its corporate relationships. Recent collaborative efforts include the implementation of the
SurModics BRAVO drug delivery polymer matrix as a key component in the first-to-market
drug-eluting coronary stent. SurModics is headquartered in Eden Prairie, MN and more information
about the company can be found at www.surmodics.com. The content of SurModics web site is not part
of this release or part of any filings the company makes with the SEC.
Forward Looking Statements
Certain statements contained in this press release may be deemed to be forward-looking statements
under federal securities laws, and SurModics intends that such forward looking statements be
subject to the safe harbor created thereby. Factors that may cause actual results to differ from
the forward-looking statements include those described in the Risk Factors and other sections of
SurModics filings with the Securities and Exchange Commission. SurModics does not undertake an
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact
Phil Ankeny, Chief Financial Officer and Vice President, Business Development
(952) 829-2700