Current Report Filing (8-k)
January 24 2019 - 7:51AM
Edgar (US Regulatory)
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): January 24, 2019
MERIDIAN BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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0-14902
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31-0888197
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3471 River Hills Drive,
Cincinnati, Ohio
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45244
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (513)
271-3700
(Former name
or former address, if changed since last report.)
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. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 2.02.
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Results of Operations and Financial Condition.
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On January 24, 2019, Meridian Bioscience, Inc. (Meridian or the Company) issued a press release announcing results for the first
quarter ended December 31, 2018. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 7.01.
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Regulation FD Disclosure.
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On January 24, 2019, Meridian is hosting a conference call for the benefit of its investors to discuss the results set forth in the earnings release. A
copy of the presentation, which is available at www.meridianbioscience.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein.
The Companys presentation discloses certain financial results both in accordance with generally accepted accounting principles
(GAAP) and on a
non-GAAP
basis with adjustments for certain items. The Companys management believes that presentation of these
non-GAAP
financial
measures and their related reconciliations are useful to investors because the
non-GAAP
financial measures provide investors with a basis for comparing the results to financial results from prior periods.
Information in the presentation contains forward-looking statements regarding future events and performance of the Company. All such forward-looking
statements are based largely on the Companys experience and perception of current conditions, trends, expected future developments and other factors, and on managements expectations, and are subject to risks and uncertainties that could
cause actual results to differ materially, including, but not limited to, those factors described in the presentation and in the Companys filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to
update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.
The information in each of Item 2.02 and Item 7.01 of this Form
8-K
and in the press release attached as Exhibit 99.1
and the presentation attached as Exhibit 99.2 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that Section. The information in each of Item 2.02 and Item 7.01 of this Form
8-K
and each of Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference in any filing (whether
made before or after the date hereof) or any other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing or document.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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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MERIDIAN BIOSCIENCE, INC.
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Date: January 24, 2019
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By:
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/s/ Eric S. Rasmussen
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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