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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
February 2, 2009
Date of report (Date of earliest event reported)
SurModics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Minnesota
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0-23837
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41-1356149 |
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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9924 West 74th Street |
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Eden Prairie, Minnesota
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55344 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(952) 829-2700
(Registrants Telephone Number, Including Area Code)
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 (see General
Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2008, SurModics, Inc. (the Company) announced that Kendrick B. Melrose,
Chairman of the Board of Directors, who had been a director of the Company since 1988 and who had
served as Chairman since 2006, was retiring from the Board, effective immediately. Robert C.
Buhrmaster, who has served as a director of the Company since January 2008, was elected by the
Board to replace Mr. Melrose as Chairman.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release Dated February 2, 2009. |
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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Date: February 6, 2009 |
/s/ Bryan K. Phillips
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Bryan K. Phillips |
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Vice President, General Counsel and
Secretary |
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EXHIBIT INDEX
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Exhibit |
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Description |
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Exhibit 99.1
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Press Release issued by SurModics, Inc. dated February 2, 2009. |
exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
SurModics Elects Robert C. Buhrmaster Chairman of the
Board; Kendrick B. Melrose to Retire
EDEN PRAIRIE, Minnesota February 2, 2009 SurModics, Inc. (Nasdaq: SRDX), a leading provider of
drug delivery and surface modification technologies to the healthcare industry, announced that its
board of directors has elected Robert C. Buhrmaster chairman of the board, effective at todays
Annual Meeting of Shareholders. Buhrmaster succeeds Kendrick B. Melrose, 68, who is retiring from
the Companys board of directors. Melrose has been chairman of the board since August 2006, and has
been a director since 1988.
Buhrmaster, 61, has been a director of SurModics since January 2008. He previously served as the
President and Chief Executive Officer of Jostens, Inc., from 1994 to 2004 and as Chairman from 1998
to 2004. Prior to joining Jostens, Mr. Buhrmaster spent 18 years at Corning, Inc., serving in
various roles, including senior vice president and general manager of several businesses, corporate
controller and director of strategic planning.
Serving as a board member has been a very rewarding experience for me. I will greatly miss the
interactions with such a highly accomplished group of professionals and community leaders, said
Melrose. I am honored to pass the chairmanship to Bob Buhrmaster, who brings tremendous depth of
experience and keen business insights to his new role. His strategic sense and practical judgment
have been important assets for the board and the management team. I have great confidence in Bob,
the entire board, and the management teams ability to continue leading SurModics toward its vast
potential in developing and commercializing life-enhancing
technologies and products.
I am delighted to have the opportunity to lead the SurModics board, said Buhrmaster. It will be
a privilege to succeed Ken Melrose, an outstanding chairman, in this role. I look forward to
working even more closely with Bruce Barclay and his talented management team.
SurModics
Elects Robert C. Buhrmaster Chairman of the Board; Kendrick B.
Melrose to Retire
Page 2
I want to thank Ken for his 20 years of tireless efforts on behalf of SurModics, said Bruce
Barclay, president and CEO. His contributions to the success of this company are immeasurable, and
he has been critical in helping drive our tremendous diversification and growth. We are extremely
fortunate to have Bob Buhrmaster, an experienced advisor and skillful business leader, to succeed
him. I look forward to teaming with Bob as SurModics continues to pursue its vision of extending
and improving the lives of patients through technology innovation.
About SurModics, Inc.
SurModics vision is to extend and improve the lives of patients through technology innovation. The
Company partners with the worlds foremost medical device, pharmaceutical and life science
companies to develop and commercialize innovative products that result in improved diagnosis and
treatment for patients. Core offerings include: drug delivery technologies (coatings,
microparticles, nanoparticles, and implants); surface modification coating technologies that impart
lubricity, prohealing, and biocompatibility capabilities; and components for in vitro diagnostic
test kits and specialized surfaces for cell culture and microarrays. SurModics is headquartered in
Eden Prairie, Minnesota and its Brookwood Pharmaceuticals subsidiary is located in Birmingham,
Alabama. For more information about the Company, visit www.surmodics.com. The content of SurModics
website is not part of this release or part of any filings the Company makes with the SEC.
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Contact
SurModics, Inc.
Phil Ankeny, Senior Vice President and Chief Financial Officer
(952) 829-2700