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): December 3, 2008
AngioDynamics,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-50761
|
11-3146460
|
|
(State
or Other Jurisdiction
of Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
603
Queensbury Avenue, Queensbury, New
York
12804
|
|
(Address of Principal Executive
Offices)
(Zip Code)
|
|
(518)
798-1215
|
|
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
|
Item
2.02 – Results of Operations and Financial Condition.
On December 3, 2008, AngioDynamics,
Inc. (the “Company”) issued a press release, a copy of which is attached as
Exhibit 99.1, announcing its preliminary net sales for its fiscal second
quarter. The Company expects to release financial results for the
fiscal second quarter after the close of the financial markets on January 6,
2009 and will host an investment community conference call on the same
day.
The
information set forth in Item 2.02 of this Form 8-K (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item
8.01 – Other Events.
On
December 3, 2008, the Company issued a press release, a copy of which is
attached as Exhibit 99.1, announcing the implementation of a leadership
development plan.
Forward-Looking
Statements
This
current report contains "forward-looking statements" intended to qualify for the
safe harbor from liability established by the Private Securities Litigation
Reform Act of 1995. Investors can identify these statements by the fact that
they do not relate strictly to historical or current facts. These statements
contain words such as "expect,"
"reaffirm," "anticipate," "plan," "believe," "estimate," "may," "will,"
"predict," "project," "might," "intend," "potential," "could," "would,"
"should," "estimate," "seek," "continue," "pursue," or "our future success
depends," or the negative or other variations thereof or comparable terminology,
are intended
to identify such forward-looking statements. In particular, they include
statements relating to, among other things, future actions, strategies, future
performance and future financial results of the Company. These
forward-looking statements are based on current expectations and projections
about future events.
Investors
are cautioned that forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that cannot be
predicted or quantified and, consequently, the actual performance or results of
the Company may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, but
are not limited to, the factors described from time to time in the Company's
reports filed with the SEC, including, without limitation, the Company's Form
10-K for the fiscal year ended May 31, 2008, financial community and rating
agency perceptions of the Company; the effects of economic, credit and capital
market conditions on the economy in general, and on medical device companies in
particular;
domestic and foreign health care reforms and governmental laws and regulations;
third-party relations and approvals, technological advances and patents attained
by competitors; and challenges inherent in new product development, including
obtaining regulatory approvals. In addition to the
matters described above, the ability of the Company to execute its leadership
development plan and to integrate the Diomed businesses previously disclosed,
the ability of the Company to develop its products, future actions by the FDA or
other regulatory agencies, results of pending or future clinical trials, the
outcome of pending patent litigation, overall economic conditions, general
market conditions, market acceptance, foreign currency exchange rate
fluctuations, and the effects on pricing from group purchasing organizations and
competition, may affect the actual results achieved by the
Company.
Any
forward-looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made. The
Company disclaims any obligation to update the forward-looking
statements. Investors are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date stated, or if
no date is stated, as of the date of this document.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated December 3, 2008.
|
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 hereunto duly
authorized.
|
ANGIODYNAMICS,
INC.
|
||
|
(Registrant)
|
||
|
Date:
December 3, 2008
|
By:
|
/s/
D. Joseph Gersuk
|
|
D.
Joseph Gersuk
|
||
|
Chief
Financial Officer
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release dated December 3, 2008.
|
Exhibit
99.1
FOR IMMEDIATE
RELEASE
|
Company
Contact:
|
Investor Relations
Contacts:
|
Media
Contact:
|
|
AngioDynamics,
Inc.
D. Joseph Gersuk,
CFO
(800) 772-6446
x1608
jgersuk@AngioDynamics.com
|
EVC
Group, Inc.
Doug Sherk / Jenifer
Kirtland
(415) 896-6820
dsherk@evcgroup.com
jkirtland@evcgroup.com
|
EVC
Group, Inc.
Steve DiMattia
(646) 201-5431
cgale@evcgroup.com
|
ANGIODYNAMICS
IMPLEMENTS LEADERSHIP DEVELOPMENT PLAN
AND
REPORTS PRELIMINARY FISCAL SECOND QUARTER FINANCIAL RESULTS
QUEENSBURY, N.Y.
December 3, 2008 — AngioDynamics, Inc. (NASDAQ: ANGO), a
leading provider of innovative medical devices used by interventional
radiologists and surgeons for the minimally invasive treatment of cancer and
peripheral vascular disease, today announced the implementation of a leadership
development plan. The plan combines succession planning with senior
management team expansion in order to fully capitalize on the Company’s numerous
growth opportunities and maximize the potential for shareholder
returns. In addition, the plan is designed to develop an orderly
leadership succession program while maintaining the company’s strong
momentum.
“With the significant growth that our
company has experienced over the past two years, and the increased
potential for more significant growth ahead of us, I believe the time is right
to further develop the breadth and depth of AngioDynamics’ leadership
team,” said Eamonn P. Hobbs, President and CEO. “My managerial
strengths and interests are entrepreneurial in nature, and we have reached a
point with the continued growth of our three business divisions, and with the
enormous and immediate opportunity of IRE (irreversible electroporation), where
we need to expand our senior management team. A key element of the
expansion plan is a search to identify a true world class candidate to become
president and chief executive officer of AngioDynamics. Under this
element of the plan, I will actively participate in the search and, once we
bring the successful candidate on board, will become Vice Chairman of the Board
of Directors. Under this new role, I will continue my long-term
dedication to AngioDynamics by focusing my efforts on maximizing the potential
of our emerging IRE technology within the medical community, as well as on other
potential strategic initiatives. I look forward to working with the
successful candidate during the leadership expansion and transition
process. I also eagerly look forward to building awareness within the
global medical community, as well as among our shareholders and the general
public of the potential of our IRE technology as well as the NanoKnife™
system. Recently, NanoKnife was used to treat patients afflicted with
cancer other than prostate and I’m excited about being able to turn the
administrative and operational responsibilities of our company over to a
seasoned and proven leader while I focus on the IRE opportunity,” Mr. Hobbs
concluded.
“Eamonn has led AngioDynamics for some
20 years, and the plan we are announcing today is one of the many examples of
his unwavering and continued dedication to the growth and success of the
company,” added Vincent Bucci, Chairman of the Board of
Directors. “We have retained a leading executive search firm to work
with the Board in identifying and recruiting the right candidate to lead our
company into the future. Our leadership development plan also
incorporates our on-going search for a senior management team member to lead our
oncology/surgery business unit, and we expect to shortly announce the
appointment of a senior management team member to lead our regulatory, quality and clinical
efforts. The
Board remains very confident of the company’s prospects both short- and
long-term, and we look forward to working with Eamonn in his new
role. We are also very confident in the future potential that IRE has
for the company and the medical community. Our development plan
reflects the Board’s belief that IRE could significantly enhance shareholder
returns in the near future if we provide appropriate resources and leadership to
the program,” Mr. Bucci concluded.
Preliminary Fiscal Second Quarter
Results
The Company currently expects net sales
for the fiscal second
quarter to be approximately $48.5 million, which would represent an increase of
approximately 17% over fiscal second quarter 2008 net sales of $41.5
million. Earnings per share for
the second fiscal
quarter are expected to be
approximately $0.11 to $0.12. The Company expects to release financial results for the fiscal second quarter after the close of the financial
markets on January 6,
2009, and will host an investment community
conference call on the same day.
About AngioDynamics
AngioDynamics, Inc. is a leading
provider of innovative medical devices used by interventional radiologists,
surgeons, and other physicians for the minimally invasive treatment of cancer
and peripheral vascular disease. The Company's diverse product line includes
market-leading radiofrequency ablation and irreversible electroporation
resection systems, vascular access
products, angiographic products and accessories, dialysis products, angioplasty
products, drainage products, thrombolytic products, embolization products and
venous products. More information is available at www.angiodynamics.com.
Safe Harbor
This
release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements regarding
AngioDynamics’ expected future financial position, results of operations, cash
flows, business strategy, budgets, projected costs, capital expenditures,
products, competitive positions, growth opportunities, plans and objectives of
management for future operations, as well as statements that include the words
such as "expects,” “reaffirms” "intends," "anticipates," "plans," "believes,"
"seeks," "estimates," or variations of such words and similar expressions, are
forward-looking statements. These forward looking statements are not guarantees
of future performance and are subject to risks and
uncertainties. Investors are cautioned that actual events or results
may differ from the Company's expectations. Factors that may affect
the actual results achieved by the Company include, without limitation, the
ability of the Company to develop its existing and new products, future
actions
by the FDA or other regulatory agencies, results of pending or future clinical
trials, overall economic conditions, general market conditions, market
acceptance, foreign currency exchange rate fluctuations, the effects on pricing
from group purchasing organizations and competition, the ability of the Company
to execute its leadership development plan and to integrate the purchased Diomed
businesses as well as the risk factors listed from time to time in the SEC
filings of AngioDynamics, Inc., including but not limited to its Annual Report
on Form 10-K for the year ended May 31, 2008. The Company does not
assume any obligation to publicly update or revise any forward-looking
statements for any reason.
In
the United States, NanoKnife has been cleared by the Food and Drug
Administration (“FDA”) for use in the surgical ablation of soft tissue. This
document may discuss the use of the NanoKnife for specific clinical indications
for which it is not cleared in the United States at this time.”
###