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PROSPECTUS SUPPLEMENT NO. 21
(To Prospectus dated May 1, 2006)
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-133072 |
UROPLASTY, INC.
1,918,809 Shares of Common Stock
and
1,180,928 Shares of Common Stock
Issuable Upon Exercise of Warrants
This prospectus supplement relates to shares of our common stock that may be sold at various
times by certain selling shareholders. You should read this prospectus supplement no. 21, the
prior prospectus supplements and the prospectus dated May 1, 2006, which are to be delivered with
this prospectus supplement. Our May 1, 2006 prospectus is a combined prospectus under Rule 429(a)
of the Securities Act of 1933, as amended, with our prior prospectus dated July 29, 2005 and
supplements thereto (Registration No. 333-126737).
This prospectus supplement contains our Current Report on Form 8-K relating to our conference call
on April 16, 2007. This report was filed with the Securities and Exchange Commission on April 19,
2007. The attached information supplements and supersedes, in part, the information contained in
the prospectus.
Our common stock is traded on the American Stock Exchange under the symbol UPI. On April 18,
2007, the closing price of our common stock on the American Stock Exchange was $4.16 per share.
This investment is speculative and involves a high degree of risk. See Risk Factors on page 6 of
the prospectus to read about factors you should consider before buying shares of the common stock.
Neither the SEC nor any state securities commission has approved or disapproved these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
Prospectus Supplement dated April 19, 2007
UNITED STATES
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: April 18, 2007
UROPLASTY, INC.
(Exact name of registrant as specified in charter)
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000-20989
(Commission File No.)
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41-1719250
(IRS Employer Identification No.) |
Minnesota
(State or other jurisdiction of incorporation or organization)
5420 Feltl Road
Minnetonka, Minnesota 55343
(Address of principal executive offices)
952-426-6140
(Registrants telephone number, including area code)
Not Applicable
(Former Name and Address)
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 of 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 2.02 Results of Operations and Financial Condition
On April 18, 2007, the company issued a press release regarding preliminary net sales results
for the quarter and full fiscal year ended March 31, 2007. The press release summarizes the key
matters discussed publicly during the companys conference call (previously publicized in
accordance with Regulation F-D) held on April 16, 2007.
Item 8.01 Other Events
The press release described above also includes other business information regarding the
company, including a description of strategic objectives for fiscal 2008 and net sales projections
for fiscal 2008.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
99.1
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Press Release dated April 18, 2007 (filed herewith, except as to the
information included in such press release regarding unaudited net sales for the
quarter and full fiscal year ended March 31, 2007, which information is furnished
herewith). |
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, thereunto duly
authorized.
Dated: April 18, 2007
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Uroplasty, Inc.
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By /s/ David B. Kaysen
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David B. Kaysen, President and |
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Chief Executive Officer |
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Exhibit 99.1
NEWS RELEASE
UROPLASTY ANNOUNCES FISCAL YEAR 2008 STRATEGIC OBJECTIVES
AS WELL AS ESTIMATED REVENUES FOR FISCAL 2007
AND PROJECTIONS FOR FISCAL 2008
MINNEAPOLIS, MN, April 18, 2007 Uroplasty, Inc. (AMEX: UPI) today summarized the key
matters discussed publicly during the companys previously publicized conference call held on April
16. A digital recording of that conference continues to be available at toll free telephone number
1-877-519-4471 (ID number 867-5221) through May 15, 2007.
Strategic Objectives for Fiscal 2008 (Beginning April 1, 2007). During the conference
call, David B. Kaysen, President and CEO of Uroplasty, identified the following five key fiscal
2008 strategic objectives for the company:
1. U.S. Sales Growth. Mr. Kaysen noted that the companys key focus will be on
aggressively growing its Urgent® PC product sales aimed at overactive bladder patients. In
addition, he stated that, in May, the company plans to introduce its Macroplastique® bulking agent
into the U.S. market. Mr. Kaysen emphasized that revenue growth in the U.S., particularly for the
Urgent PC product, is critical to the companys overall growth during the 2008 fiscal year.
2. Restructuring of the U.S. Sales Organization. Mr. Kaysen reported that during
fiscal 2007, the company focused on building a large sales structure made up mostly of independent
sales representatives. Based on this experience, he indicated that the company has initiated a
restructuring program with its U.S. sales organization to directly employ more sales people and
streamline the number of independent representatives.
3. I-Stop Sling Distribution. Mr. Kaysen reiterated the companys previously
announced decision to discontinue distribution of the I-Stop sling in the United States (but not in
the United Kingdom) to allow the company to focus on its key products in the U.S. (the Urgent PC
and Macroplastique products).
4. European Initiatives. Mr. Kaysen noted that the companys business in Europe has
been a historical key to the companys success. He reported that management does not expect future
growth in Europe to occur at as fast a rate as anticipated for the United States because of unique
reimbursement issues in Europe and the United Kingdom. He noted that the company plans in June to
introduce in Europe and the UK its Sensor Q urodynamic testing system aimed at office-based
gynecologists. This product is designed to allow testing of the level of stress incontinence,
which the company believes may drive additional indications for its Macroplastique bulking agent.
5. Clinical Study Efforts. Mr. Kaysen also described the companys efforts from a
clinical perspective to limit clinical studies to those that either drive short-term revenue or are
required for specific responses to regulatory agencies.
Preliminary Fiscal 2007 Financial Results. During the conference call, Mahedi A.
Jiwani, Uroplastys Chief Financial Officer, reported certain unaudited financial results for the
companys full fiscal 2007 year and the fourth quarter of fiscal 2007.
Mr. Jiwani indicated that, for the fourth quarter ended March 31, 2007, unaudited net sales
were approximately $2.6 million, a 94% increase over the $1.3 million of net sales for the same
period in fiscal 2006. Mr. Jiwani stated that this increase represented an 83% improvement over
the same period in fiscal 2006 after excluding the impact of fluctuations in foreign currency
exchange rates. He attributed sales of the companys Urgent PC product to approximately one-half
of the sales growth for the fourth quarter of fiscal 2007 over the same period in fiscal 2006. He
also reported that fourth quarter sales to U.S. customers increased by approximately $700,000 as
compared to $31,000 in the same period in fiscal 2006.
For the full fiscal year ended March 31, 2007, Mr. Jiwani reported unaudited net sales of
approximately $8.3 million, a 35% increase over the $6.1 million of net sales for fiscal 2006. Mr.
Jiwani stated that this increase represented a 29% improvement over fiscal 2006 after excluding the
impact of fluctuations in foreign currency exchange rates. He attributed sales in the United
States to approximately 63% of the sales growth for fiscal 2007 over fiscal 2006.
Restructuring and Related Costs. Mr. Jiwani noted that, with respect to the
termination of I-Stop sling sales, the company expects to incur an approximately $200,000 charge in
writing off the I-Stop inventory. He also reviewed the previously announced closing of the
companys Eindhoven (The Netherlands) manufacturing operation and consolidation of worldwide
manufacturing operations into the companys corporate headquarters in Minnesota. He noted that the
company expects to incur a restructuring charge of about $40,000 primarily related to severance pay
in the fourth fiscal quarter of 2007. He also reported that the company expects additional charges
of between $150,000 and $200,000 for exit costs related to Eindhoven leased facility. Mr. Jiwani
stated that the company expects to save about $400,000 in annual on-going costs after the
transition period.
Mr. Jiwani also reported that the company expects its CystoMedix technology asset acquisition
transaction to add about $800,000 of non-cash charges each fiscal year over the next six years for
amortization of intangible assets.
Fiscal 2008 Projections. Mr. Jiwani reported that the company now projects its net
sales for fiscal 2008 to be in the range of $11.5 to $12.5 million. He indicated that this
projection is up from the companys earlier projection of $11 million and represents a
year-over-year sales growth in the range of 40 to 50 percent. He stated that the company expects
sales in the U.S. to be the primary contributor to this projected sales growth, noting that
management anticipates that Urgent PC sales will continue to grow at a double digit rate both in
and outside of the United States. He also stated that, in the U.S., the company expects continued
quarterly sequential growth.
Based on the companys recent cost reduction measures, including consolidation of
manufacturing operations and reduction in purchased material costs, as well as avoidance of future
royalty payments to CystoMedix after completion of the asset acquisition, Mr. Jiwani projected that
the companys break even level for operating profit (after excluding non-cash charges for
stock-based compensation and amortization of intangibles) requires net sales of between $14 and $15
million. He indicated that this sales level is below the previous break even estimate of $18
million.
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Uroplasty, Inc., headquartered in Minnetonka, Minnesota, with wholly-owned subsidiaries in The
Netherlands and the United Kingdom, is a medical device company that develops, manufactures and
markets innovative, proprietary products for the treatment of voiding dysfunctions. Our minimally
invasive products treat urinary and fecal incontinence, symptoms of overactive bladder and
vesicoureteral reflux. Additionally, some of our soft-tissue bulking agent products are used for
the treatment of vocal cord rehabilitation and for augmentation or restoration of soft tissue
defects in plastic surgery indications. Some of our products are not approved for use in the U.S.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain
forward-looking statements. This press release contains forward-looking statements, which reflect
our views regarding future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties, including those identified below, which could cause
actual results to differ materially from historical results or those anticipated. The words aim,
believe, expect, anticipate, intend, estimate and other expressions, which indicate
future events and trends, identify forward-looking statements. Actual future results and trends
may differ materially from historical results or those anticipated depending upon a variety of
factors, including, but not limited to: the effect of government regulation, including when and if
we receive approval for marketing products in the United States; the impact of international
currency fluctuations on our cash flows and operating results; the impact
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of technological innovation and competition; acceptance of our products by physicians and
patients; our historical reliance on a single product for most of our current sales; our ability
to commercialize our recently licensed product lines; our intellectual property and the ability to
prevent competitors from infringing our rights; the ability to receive third party reimbursement
for our products; the results of clinical trials; our continued losses and the possible need to
raise additional capital in the future; our ability to manage our international operations; our
ability to hire and retain key technical and sales personnel; our dependence on key suppliers;
future changes in applicable accounting rules; and volatility in our stock price. We cannot
assure that we will achieve our currently projected fiscal 2008 sales, cost savings or
profitability or grow our Urgent PC sales as currently anticipated. Uroplasty undertakes no
obligation to update or revise these forward-looking statements to reflect new events or
uncertainties.
FOR FURTHER INFORMATION: visit Uroplastys web page at www.uroplasty.com or contact
Mr. Kaysen, President & CEO, or Medi Jiwani, Vice President, CFO and Treasurer.
UROPLASTY, INC.
5420 Feltl Road
Minnetonka, Minnesota 55343
Tel: 952.426.6140
Fax: 952.426.6199
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