UNITED STATES
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 3, 2004
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
New York 0-16093 16-0977505
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
525 French Road
Utica, New York 13502
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(Address of principal executive offices, including zip code)
(315) 797-8375
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (See General Instruction A.2 below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On November 3, 2004, CONMED Corporation (the "Registrant") announced an intended
offering, in private placement, $125 million in aggregate principal amount of
convertible senior subordinated notes (the "Senior Subordinated Notes") due
2024. On November 4, 2004, the Registrant announced that it had priced its
offering, of $125 million in aggregate principal amount of 2.50% Senior
Subordinated Notes. In addition, the Registrant has granted the initial
purchasers a 13-day option to purchase up to an additional $25 million of Senior
Subordinated Notes.
The convertible notes are being offered and sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). The Rule 135c press releases relating to the offering
are filed as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are included herewith:
Exhibit No. Description of Exhibit
99.1 Press Release dated November 3, 2004, issued by CONMED
Corporation announcing its intent to offer, in a private
placement, $125 million in aggregate principal amount of
convertible senior subordinated notes due 2024.
99.2 Press Release dated November 4, 2004, issued by CONMED
Corporation announcing that it has priced its offering, in a
private placement, of $125 million in aggregate principal amount
of 2.50% senior subordinated notes due 2024.
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.
CONMED CORPORATION
(Registrant)
By:/s/ Robert D. Shallish, Jr.
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Vice President-Finance and
Chief Financial Officer
Date: November 8, 2004
EXHIBIT INDEX
Exhibit
Number Exhibit Description
99.1 Press Release dated November 3, 2004, issued by CONMED Corporation
announcing its intent to offer, in a private placement, $125 million
in aggregate principal amount of convertible senior subordinated notes
due 2024.
99.2 Press Release dated November 4, 2004, issued by CONMED Corporation
announcing that it has priced its offering, in a private placement, of
$125 million in aggregate principal amount of 2.50% senior
subordinated notes due 2024.