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 10, 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 1.01 Entry into a Material Definitive Agreement
On November 12, 2004, CONMED Corporation (the "Company") entered into an Amended
and Restated Employment Agreement (the "Agreement") with Joseph J. Corasanti,
Esq., whereby Mr. Corasanti will serve as the Company's President and Chief
Operating Officer for a period beginning January 1, 2000 and ending December 31,
2009.
A copy of the Agreement is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On November 11, 2004, CONMED Corporation (the "Registrant") completed an
offering, in private placement, of $150 million in aggregate principal amount of
2.50% convertible senior subordinated notes (the "notes") due 2024. The issuance
included the full exercise of the initial purchasers' option to purchase up to
an additional $25 million of notes.
The notes were offered and sold to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended. The initial
purchasers for the offering were UBS Securities LLC, Banc of America Securities
LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
The notes were sold for cash and the aggregate offering price for the notes was
$150 million and the aggregate initial purchasers' discount for the notes was
$4.5 million.
The notes are convertible into the Registrant's common stock on the terms set
forth in the Indenture related to the notes, which is attached hereto as Exhibit
4.1 and incorporated by reference herein, and which are summarized below:
o The notes are convertible into cash and, if applicable, shares of
the Registrant's common stock based on an initial conversion rate,
subject to adjustment, of 26.1849 shares per $1,000 principal amount
of notes (which represents an initial conversion price of
approximately $38.19 per share), under certain circumstances.
o Holders may convert their notes into cash and, if applicable, shares
of the Registrant's common stock only under the following
circumstances:
(1) during any calendar quarter after the calendar quarter
ending December 31, 2004, if the closing sale price of
the Registrant's common stock for each of 20 or more
consecutive trading days in a period of 30 consecutive
trading days ending on the last trading day of the
immediately preceding calendar quarter exceeds 130% of
the conversion price in effect on the last trading day
of the immediately preceding calendar quarter;
(2) during the 5 business day period after any 10
consecutive trading day period in which the average
trading price per $1,000 principal amount of notes over
that 10 consecutive trading day period was equal to or
less than 97% of the average conversion value of the
notes during that period;
(3) upon the occurrence of specified corporate transactions
described in the Indenture; or
(4) if the Registrant has called the notes for redemption.
o Upon conversion, holders of notes will receive cash and, if
applicable, shares of the Registrant's common stock. The aggregate
value (the "conversion value"), of the cash and, if applicable,
shares of common stock per $1,000 principal amount of notes will be
equal to the product of:
(1) the conversion rate then in effect; and
(2) the average of the daily volume-weighted average price
per share of the Registrant's common stock for each of
the 10 consecutive trading days beginning on the second
trading day immediately following the day the notes are
tendered for conversion.
o Except as described in the Indenture, the Registrant will deliver
the conversion value of the notes surrendered for conversion to
converting holders as follows:
(1) a cash amount (the "principal return") equal to the
lesser of (a) the aggregate conversion value of the
notes to be converted and (b) the aggregate principal
amount of the notes to be converted;
(2) if the aggregate conversion value of the notes to be
converted is greater than the principal return, an
amount in whole shares (the "net shares"), determined as
set forth in the Indenture, equal to the aggregate
conversion value less the principal return; and
(3) a cash amount in lieu of any fractional shares of common
stock.
On November 10, 2004 the Company entered into a Registration Rights Agreement,
which is filed as Exhibit 10.1 and incorporated herein by reference.
The Company also issued a press release relating to the offering on November 11,
2004, which is filed on Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are included herewith:
Exhibit No. Description of Exhibit
4.1 Indenture dated November 10, 2004 between
CONMED Corporation and The Bank of New York,
as Trustee.
10.1 Registration Rights Agreement, dated November
10, 2004, among CONMED Corporation and UBS
Securities LLC and on behalf of several
Initial Purchasers.
10.2 Amended and Restated Employment Agreement,
dated November 12, 2004, by and between CONMED
Corporation and Joseph J. Corasanti, Esq.
99.1 Press Release dated November 11, 2004, issued
by CONMED Corporation announcing that it
completed an offering, in private placement,
of $150 million in aggregate principal amount
of 2.50% convertible senior subordinated
notes.
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 16, 2004
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Indenture dated November 10, 2004 between CONMED Corporation
and The Bank of New York, as Trustee.
10.1 Registration Rights Agreement, dated November 10, 2004, among
CONMED Corporation and UBS Securities LLC and on behalf of
several Initial Purchasers.
10.2 Amended and Restated Employment Agreement, dated November 12,
2004, by and between CONMED Corporation and Joseph J.
Corasanti, Esq.
99.1 Press Release dated November 11, 2004, issued by CONMED
Corporation announcing that it completed an offering, in
private placement, of $150 million in aggregate principal
amount of 2.50% convertible subordinated notes.