SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 8, 2003
VITAL SIGNS, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-18793 11-2279807
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
20 Campus Road, Totowa, New Jersey 07512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 790-1330
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits
As described in Item 9 of this Report, the following Exhibit is furnished as
part of this Current Report on Form 8-K: 99.1 Press Release of Vital Signs, Inc.
dated May 8, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
On May 8, 2003, Vital Signs, Inc. (the "Company") issued a press release
regarding results for the three and six months ended March 31, 2003. A copy of
this press release is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
This Current Report on Form 8-K and the press release attached hereto are being
furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they
disclose historical information regarding the Company's results of operations
for the three and six months ended March 31, 2003 and statement of condition as
of March 31, 2003.
In accordance with General Instruction B.6 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, 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 liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.
The annexed press release supplements the Company's disclosure of its net
revenues for the three and six months ended March 31, 2003 with a disclosure of
such net revenues as adjusted for an additional rebate allowance of $3.3 million
recognized during the quarter ended March 31, 2003. Such adjusted net revenue
amount constitutes a Non-GAAP Financial Measure under Regulation G of the
Securities and Exchange Commission. The annexed press release contains a
reconciliation of such Non-GAAP Financial Measure to net revenues, which
represents the most directly comparable financial measure calculated and
presented in accordance with generally accepted accounting principles
("GAAP"). The Company's management believes that the presentation of net
revenues adjusted to exclude the additional rebate allowance provides useful
information to investors by allowing a more direct comparison between the
revenues in the comparable periods, inasmuch as the prior year periods did not
contain a significant rebate allowance. The Company believes that the size of
the additional rebate allowance in the current period makes it especially
important for readers to understand the change in revenues independent of the
rebate allowance factor.
The annexed press release supplements (on both a gross and per share basis) the
disclosure of income from continuing operations by also disclosing a figure that
represents income from continuing operations for the three and six months ended
March 31, 2003 less the after-tax effect of:
o the additional rebate allowance;
o a tax provision related to an IRS examination,
o the incremental interest expense incurred in connection with that tax
provision;
o the write-off of the balance of the Company's investment in China; and
o certain costs relating to the discontinuance of a public offering.
In a related disclosure, the annexed press release supplements (on both a gross
and per share basis) the disclosure of income from continuing operations by also
disclosing a figure that represents income from continuing operations less the
after-tax effect of eliminating, for the three and six months ended March 31,
2002, income recorded in connection with a successful patent litigation and
eliminating revenue and earnings related to a one-time licensing fee. Again, the
Company believes that this presentation provides useful information to investors
by eliminating factors that only impact one of the periods and thereby allowing
a more direct comparison between fiscal 2003 and fiscal 2003.
The adjustments made (on both a gross and per share basis) in the annexed press
release to income from continuing operations constitute Non-GAAP Financial
Measures under Regulation G of the Securities and Exchange Commission. The
annexed press release contains a reconciliation of such Non-GAAP Financial
Measures to the applicable income from continuing operations amounts, which
represent the most directly comparable financial measures calculated and
presented in accordance with GAAP.
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 thereunto duly authorized.
VITAL SIGNS, INC.
By: /s/ Jay Sturm
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Name: Jay Sturm
Title: Secretary
Date: May 8, 2003
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release, dated May 8, 2003, issued
by the Company
STATEMENT OF DIFFERENCES
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