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
November
11, 2014
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Date of report (Date of earliest event reported)
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SurModics, Inc.
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(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
Eden Prairie, Minnesota
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55344
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(952) 500-7000
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(Registrant’s Telephone Number, Including Area Code)
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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))
Item 1.01 Entry into a Material Definitive Agreement.
On November 11, 2014, SurModics, Inc. (the “Company”)
entered into an agreement (the “Agreement”) to purchase
shares of its common stock from Wells Fargo Bank, National Association (“Wells
Fargo”) pursuant to an accelerated share purchase program. The
Company is acquiring these shares pursuant to the Company’s previously
announced share repurchase program, under which the Company is
authorized to repurchase up to $30 million of its outstanding shares of
common stock (the “Shares”).
Under the Agreement, the Company will purchase Shares from Wells Fargo
for an aggregate purchase price of $20.0 million. Wells Fargo will make
an initial delivery to the Company on November 12, 2014 of approximately
758,000 Shares, which represents a substantial majority of the total
number of shares expected to be repurchased under the Agreement. The
actual number of shares to be repurchased by the Company and delivered
by Wells Fargo under the Agreement will generally be based on the
volume-weighted average share price of the Shares during the term of the
Agreement, less an agreed discount. Upon final settlement of the
Agreement, the Company may be entitled to receive additional Shares from
Wells Fargo or, under certain circumstances specified in the Agreement,
the Company may be required to deliver Shares or remit a settlement
amount in cash, at the Company’s option, to Wells Fargo. The Agreement
is scheduled to expire in approximately eight (8) months and may be
terminated early, or extended, upon the occurrence of certain
events. Shares repurchased under the Agreement will be retired
immediately and will constitute authorized but unissued shares, as
provided under Minnesota law.
The Agreement is subject to terms customary for similar arrangements,
including terms providing for the effect of extraordinary corporate
transactions and setting forth the circumstances under which the
Agreement may be terminated early.
From time to time, Wells Fargo and/or its affiliates have directly and
indirectly engaged, and may engage in the future, in investment and/or
commercial banking transactions with the Company for which they have
received, or may receive, customary compensation, fees and expense
reimbursement, including a secured line of credit pursuant to a Credit
Agreement between the Company and Wells Fargo dated as of November 4,
2013, as amended.
The foregoing summary of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which will be filed as an
exhibit to the Company’s Annual Report on Form 10-K for the year ended
September 30, 2014.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The disclosures set forth in Item 1.01 above are hereby incorporated by
reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on November 12, 2014 concerning the
Agreement and the related accelerated share purchase repurchase
program. The press release is furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release dated November 12, 2014.
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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:
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November 12, 2014
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/s/ Andrew D. C. LaFrence
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Andrew D. C. LaFrence
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Vice President Finance and Chief Financial Officer
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Exhibit 99.1
SurModics
Announces Accelerated Share Repurchase Program
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--November 12, 2014--SurModics, Inc.
(NASDAQ:SRDX), a leading provider of surface modification and in vitro
diagnostic technologies to the healthcare industries, today announced
that it has entered into a $20 million accelerated share repurchase
program.
“We are pleased to announce today’s accelerated share repurchase
program,” said Gary Marahaj, President and Chief Executive Officer,
“demonstrating our confidence in our strong cash generation capabilities
and our ongoing commitment to return excess capital to our shareholders
while enhancing value.” SurModics will receive on November 12, 2014, an
initial delivery of approximately 758,000 shares of its outstanding
common stock under the accelerated share purchase program with Wells
Fargo Bank, National Association. The final number of shares purchased
will be determined at the completion of the program, which is expected
to be in four to eight months, and will depend on the average purchase
price of the shares over the term, less an agreed upon discount. The
transactions will be funded from cash on hand.
About SurModics, Inc.
SurModics’ mission is to exceed our customers’ expectations and enhance
the well-being of patients by providing the world’s foremost, innovative
surface modification technologies and in vitro diagnostic
chemical components. The Company partners with the world’s leading and
emerging medical device, diagnostic and life science companies to
develop and commercialize innovative products designed to improve
patient diagnosis and treatment. Core offerings include surface
modification coating technologies that impart lubricity, prohealing, and
biocompatibility capabilities; and components for in vitro
diagnostic test kits and microarrays. SurModics is headquartered in Eden
Prairie, Minnesota. For more information about the Company, visit www.surmodics.com.
The content of SurModics’ website is not part of this press release or
part of any filings that the Company makes with the SEC.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements. Statements that
are not historical or current facts, including statements about the
aggregate amount of the Company’s common stock that will be repurchased
under the share repurchase program, our cash generation capabilities,
and our commitment to return excess capital to our shareholders while
enhancing value, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, and important
factors could cause actual results to differ materially from those
anticipated, including (1) our reliance on third parties (including our
customers and licensees) and their failure to successfully develop,
obtain regulatory approval for, market and sell products incorporating
our technologies; (2) our ability to realize the full potential of our
pipeline (including our drug coated balloon initiatives); (3) our
ability to achieve our corporate goals; (4) possible adverse market
conditions and possible adverse impacts on our cash flows, and (5) the
factors identified under “Risk Factors” in Part I, Item 1A of our Annual
Report on Form 10-K for the fiscal year ended September 30, 2013, and
updated in our subsequent reports filed with the SEC. These reports are
available in the Investors section of our website at www.surmodics.com
and at the SEC website at www.sec.gov. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation
to update them in light of new information or future events.
CONTACT:
SurModics, Inc.
Andy LaFrence, 952-500-7000
ir@surmodics.com
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