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): August 2, 2005
ANIMAS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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000-50674
(Commission File
Number)
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23-2860912
(I.R.S. Employer
Identification No.) |
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200 LAWRENCE DRIVE, WEST CHESTER, PA
(Address of principal executive offices)
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19380
(Zip Code) |
Registrant’s telephone number, including area code: (610) 644-8990
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
On August 2, 2005, Animas Corporation (the “Company”) issued a press release announcing its results
of operations for the fiscal quarter ended June 30, 2005. In the release, the Company also
provided guidance as to its future performance. A copy of that release is being furnished to the
Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this form.
On August 2, 2005, the Company also held a conference call and simultaneous webcast in which a
presentation was made regarding its financial results for the fiscal quarter ended June 30, 2005.
On the conference call, the Company again provided guidance as to its future performance. A copy
of the transcript of the conference call and subsequent question and answer session is being
furnished to the SEC as Exhibit 99.2 to this form.
The press release and conference call transcript include “non-GAAP financial measures” within the
meaning of the SEC’s Regulation G. With respect to such non-GAAP financial measures, the Company
has disclosed in each of the press release and conference call, respectively, the most directly
comparable financial measure calculated and presented in accordance with generally accepted
accounting principles (“GAAP”) and has provided a reconciliation of such non-GAAP financial measure
to the most directly comparable GAAP financial measure.
In the Company’s results of operations for the three and six months ended June 30, 2005 and 2004,
the Company presented non-GAAP financial measures that eliminated the effect of the (recognition)
deferral of net revenues relating to the Company’s pump upgrade program, the delayed shipment of
unfulfilled orders of the IR 1200, the write-off of purchased in-process research and development
and certain inventory and warranty reserves. The Company’s management believes that presentation
of these non-GAAP financial measures provides useful information to investors regarding the
Company’s results of operations because it presents a more realistic comparison of the demand for
its products and its core operating results in the three and six months ended June 30, 2005 to that of
the same period in the prior year.
A copy of the press release and conference call transcript that are attached as exhibits hereto are
incorporated by reference into this Item 2.02. The disclosure in this Current Report, including in
the Exhibits attached hereto, of any financial information shall not constitute an admission that
such information is material.
The information in this Current Report is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in the Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following press release and conference call presentation transcript are included as exhibits
to this report furnished under Item 2.02:
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| Exhibit No. |
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Description |
99.1
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Press Release, dated as of August 2, 2005 |
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99.2
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August 2, 2005 Conference Call Presentation Transcript |