UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
November 20, 2015
Date of report (Date of earliest event reported)
SurModics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 0-23837 | 41-1356149 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 9924 West 74th Street Eden Prairie, Minnesota |
55344 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(952) 500-7000
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2):
| ¨ | 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)) |
EXPLANATORY NOTE:
This Amendment No. 1 to the Current Report on Form 8-K/A (the “Amendment”) is being filed by SurModics, Inc. (the “Company”) to amend Item 9.01 of the Current Report on Form 8-K filed by the Company on November 27, 2015 (the “Original 8-K”), which was filed in connection with the completion, on November 20, 2015, of the Company’s acquisition of 100% of the outstanding voting shares of Creagh Medical Limited (“Creagh Medical”). In response to Item 9.01(a) and Item 9.01(b), in the Original 8-K, the Company indicated that it would file the required information by amendment.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
The following financial statements are filed herewith:
| • | Audited Statement of Comprehensive Income for the year ended December 31, 2014; |
| • | Audited Statement of Changes in Equity for the year ended December 31, 2014; |
| • | Audited Statement of Financial Position as at December 31, 2014; |
| • | Audited Statement of Cash Flows for the year ended December 31, 2014; |
| • | Notes to the Financial Statements; |
| • | Unaudited Statement of Comprehensive Income for the nine months ended September 30, 2015; |
| • | Unaudited Statement of Changes in Equity for the nine months ended September 30, 2015; |
| • | Unaudited Statement of Financial Position as at September 30, 2015; |
| • | Unaudited Statement of Cash Flows for the nine months ended September 30, 2015; and |
| • | Notes to the Unaudited Interim Condensed Financial Statements. |
| (b) | Pro Forma Financial Information |
The following financial statements are filed herewith:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2015; |
| • | Unaudited Pro Forma Condensed Combined Statement of Income for the year ended September 30, 2015; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Information. |
| (d) | Exhibits |
| 23.1 | Consent of Independent Auditors. | |
| 99.1 | Audited financial statements of Creagh Medical as of and for the year ended December 31, 2014, and the notes thereto. | |
| 99.2 | Unaudited financial statements of Creagh Medical as of and for the nine months ended September 30, 2015, and the notes thereto. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended September 30, 2015, and the notes thereto. | |
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.
| SURMODICS, INC. | ||
| Date: February 3, 2016 | /s/ Andrew D. C. LaFrence | |
| Andrew D. C. LaFrence | ||
| Vice President Finance and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit |
Description |
Manner of | ||
| 23.1 | Consent of Independent Auditors. | Filed Electronically | ||
| 99.1 | Audited financial statements of Creagh Medical as of and for the year ended December 31, 2014, and the notes thereto. | Filed Electronically | ||
| 99.2 | Unaudited financial statements of Creagh Medical as of and for the nine months ended September 30, 2015, and the notes thereto. | Filed Electronically | ||
| 99.3 | Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended September 30, 2015, and the notes thereto. | Filed Electronically | ||