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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| ________________________________________________ |
| FORM 8-K |
| ________________________________________________ |
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| CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): May 16, 2019 |
| ________________________________________________ |
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| ________________________________________________ |
| MASIMO CORPORATION |
| (Exact name of registrant as specified in its charter) |
| ________________________________________________ |
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| Delaware | | 001-33642 | | 33-0368882 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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52 Discovery Irvine, California | | 92618 |
| (Address of principal executive offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: (949) 297-7000 |
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| Not Applicable |
| (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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| 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)) |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Securities Registered pursuant to Section 12(b) of the Act: | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | |
| Common Stock, $0.001 par value | | MASI | | The Nasdaq Stock Market LLC | |
| Emerging growth company | o |
| 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. | o |
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| Item 7.01. | Regulation FD Disclosure. |
On May 16, 2019, Joe Kiani, Chairman and Chief Executive Officer of Masimo Corporation (“Masimo”), and several of Masimo’s other executives will present at Masimo’s 2019 Investor Day. Masimo’s presentation slides (the “Slides”) have been posted in the Investor Relations section of Masimo’s website at http://www.masimo.com/company/investors/investor-relations/. Masimo also announces investor information, including news about its business and financial performance, SEC filings, notices of investor events, investor presentations and press and earnings releases, on its website in the Investor Relations section.
The Slides and Exhibit 99.1 hereto are being furnished pursuant to Item 7.01 and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in the Slides shall not be deemed to be incorporated by reference into the filings of Masimo under the Securities Act of 1933, as amended.
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| Forward-Looking Statements |
All statements other than statements of historical facts included in the Slides that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements about our expectations for our financial performance and prospects; demand for our products; anticipated growth; expectations regarding our ability to design and deliver innovative new noninvasive technologies and reduce the cost of care; and demand for our technologies. These forward-looking statements are based on management’s current expectations and beliefs and are subject to uncertainties and factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to, those related to: our dependence on Masimo SET® and Masimo rainbow SET™ products and technologies for substantially all of our revenue; any failure in protecting our intellectual property exposure to competitors’ assertions of intellectual property claims; the highly competitive nature of the markets in which we sell our products and technologies; any failure to continue developing innovative products and technologies; the lack of acceptance of any of our current or future products and technologies; obtaining regulatory approval of our current and future products and technologies; the risk that the implementation of our international realignment will not continue to produce anticipated operational and financial benefits, including a continued lower effective tax rate; the loss of our customers; the failure to retain and recruit senior management; product liability claims exposure; a failure to obtain expected returns from the amount of intangible assets we have recorded; the maintenance of our brand; the amount and type of equity awards that we may grant to employees and service providers in the future; our ongoing litigation and related matters; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), including our most recent Form 10-K and Form 10-Q, all of which you may obtain for free on the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) The following item is furnished as an exhibit to this Current Report on Form 8-K. |
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Exhibit No. | Description |
| 99.1 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | | | | MASIMO CORPORATION |
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| Date: May 16, 2019 | | | | By: | | /s/ MICAH YOUNG |
| | | | | | | Micah Young |
| | | | | | | Executive Vice President, Finance & Chief Financial Officer |
| | | | | | | (Principal Financial Officer) |
