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): November 6, 2006
SurModics, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(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.) |
9924 West 74th Street
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices and Zip Code)
(952) 829-2700
(Registrants telephone number, including area code)
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:
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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 8.01 Other Events.
On November 6, 2006, the Company issued a press release announcing that it had entered into a
10b5-1 stock purchase agreement (the Agreement) covering the initial repurchase of up to $17.5
million of the Companys outstanding common stock. The Company entered into the Agreement pursuant
to the previously announced authorization by its Board of Directors to repurchase up to $35 million
of the Companys outstanding common stock, up to 1 million shares. The text of the press release
is included as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements: None.
(b) Pro forma financial information: None
(c) Shell company transactions: None
(d) Exhibits: 99.1 Press Release dated November 6, 2006.
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/ Philip D. Ankeny
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Date: November 10, 2006 |
Name: |
Philip D. Ankeny |
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Title: |
Chief Financial 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.: |
November 6, 2006
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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 November 6, 2006. |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
SurModics Commences Share Repurchase Program
Adopts 10b5-1 Trading Plan
EDEN PRAIRIE, Minnesota November 6, 2006 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 a 10b5-1 stock purchase agreement covering the initial
repurchase of up to $17.5 million of the companys outstanding common stock. In September, the
company announced that its Board of Directors had authorized the repurchase of up to $35 million
and up to 1 million shares of the companys outstanding common stock. This buyback is the first
stock repurchase in SurModics history.
I am pleased to announce that we have entered into a 10b5-1 agreement to purchase up to $17.5
million of SurModics common stock, said Bruce Barclay, President and CEO. We believe that our
growth prospects are substantial and our stock is undervalued. As a result, the repurchase of
common stock represents a highly attractive investment opportunity. We are pleased that our strong
balance sheet and history of free cash flow, which reflect the strength of our business and the
success of our business model, coupled with our focus on capital efficiency and enhancing long-term
shareholder value, allows us to return capital to shareholders even as we continue to invest for
future growth. Accordingly, today we are pleased to announce that we have entered into an agreement
to repurchase up to approximately one-half of the amount of common stock our Board authorized in
September.
Purchases may be made in open market transactions and shall comply with Rules 10b5-1 and 10b-18
under the Securities Exchange Act of 1934. A Rule 10b5-1 trading plan allows the company to
repurchase its common stock in the open market during periods in which stock trading is otherwise
closed for the company. All of the repurchased shares will be retired, helping to minimize dilution
effects of the companys stock-based employee compensation plans and stock issued as part of
business development
transactions. This 10b5-1 trading plan is expected to extend over the next two to four months.
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. Recent collaborative
efforts include the implementation of SurModics Bravo drug delivery polymer matrix as a key
component of the first-to-market drug-eluting coronary stent. SurModics is also active in the
ophthalmology market with a sustained drug delivery system that is currently in human trials for
treatment of retinal disease. A significant portion of SurModics revenue is generated by royalties
earned from the sale of our customers commercial products. SurModics is headquartered in Eden
Prairie, MN. 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.
Safe Harbor for 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. 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, Senior Vice President and Chief Financial Officer
(952) 829-2700