_______________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended January 31, 2000
Commission File Number 001-12567
POSSIS MEDICAL, INC.
9055 Evergreen Blvd NW
Minneapolis, Minnesota 55433-8003
(612) 780-4555
A Minnesota Corporation IRS Employer ID No. 41-0783184
_________________________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___
The number of shares outstanding of the Registrant's Common Stock, $.40 par
value, as of March 7, 2000 was 16,672,487.
________________________________
POSSIS MEDICAL, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets, January 31, 2000
and July 31, 1999......................................... 3
Consolidated Statements of Operations for three
months and six months ended January 31, 2000 and 1999..... 4
Consolidated Statements of Cash Flows for
six months ended January 31, 2000 and 1999................ 5
Notes to Consolidated Financial Statements................ 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 8
ITEM 3. Quantitative and Qualitative Disclosure on Market Risks... 13
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security-Holders....... 14
ITEM 6. Exhibits and Reports on Form 8-K.......................... 15
SIGNATURES ....................................... 16
POSSIS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS January 31, 2000 July 31, 1999
CURRENT ASSETS:
Cash and cash equivalents................. $4,895,308 $ 9,151,004
Receivables:
Trade (less allowances for doubtful
accounts and returns:
$609,000 and $489,000, respectively).. 3,098,410 3,063,311
Inventories:
Parts.................................. 1,709,985 1,218,910
Work-in-progress....................... 1,531,696 1,596,313
Finished goods......................... 1,592,623 1,556,482
Prepaid expenses and other assets......... 210,869 247,907
Total current assets........... 13,038,891 16,833,927
PROPERTY:
Leasehold improvements.................... 1,308,594 1,274,814
Machinery and equipment................... 4,435,376 4,143,032
Assets-in-construction.................... 373,512 258,114
Total property................. 6,117,482 5,675,960
Less accumulated depreciation.......... 3,145,344 2,887,025
Property - net................. 2,972,138 2,788,935
OTHER ASSETS:
Goodwill.................................. 161,922 197,922
TOTAL ASSETS................................... $16,172,951 $19,820,784
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable.................... $ 1,874,204 $ 879,173
Accrued salaries, wages, and commissions.. 1,206,573 1,605,680
Current portion of long-term debt......... 92,250 92,490
Other liabilities......................... 1,004,263 726,940
Total current liabilities..... 4,177,290 3,304,283
LONG-TERM DEBT................................. 97,524 99,728
OTHER LIABILITIES.............................. -- 102,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock - authorized, 100,000,000 shares
of $.40 par value each; issued and
outstanding, 15,077,377 shares and
14,998,360 shares, respectively....... 6,030,951 5,999,344
Additional paid-in capital................ 61,037,205 60,608,623
Unearned compensation .................... (76,480) (141,467)
Retained deficit.......................... (55,093,539) (50,151,727)
Total shareholders' equity.... 11,898,137 16,314,773
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..... $16,172,951 $19,820,784
<FN>
See notes to consolidated financial statements.
</FN>
POSSIS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For Three Months Ended For Six Months Ended
Jan. 31, 2000 Jan. 31, 1999 Jan. 31, 2000 Jan. 31, 1999
Product sales.............................................. $5,155,291 $2,762,908 $9,638,481 $4,622,468
Cost of sales and other expenses:
Cost of medical products.............................. 2,577,822 1,887,295 4,676,217 3,421,554
Selling, general and administrative................... 3,640,864 2,436,784 7,452,418 4,491,624
Research and development.............................. 1,359,831 1,534,030 2,622,058 3,020,667
Interest.............................................. 2,290 173,969 4,606 351,025
Total cost of sales and other expenses............ 7,580,807 6,032,078 14,755,299 11,284,870
Operating loss............................................. (2,425,516) (3,269,170) (5,116,818) (6,662,402)
Interest income............................................ 75,684 116,034 175,006 277,096
Net loss................................................... $(2,349,832) $(3,153,136) $(4,941,812) $(6,385,306)
Weighted average number of common
shares outstanding.................................... 15,039,839 12,431,165 15,022,825 12,341,854
Basic and dilutive net loss per common share............... $(.16) $(.25) $(.33) $(.52)
<FN>
See notes to consolidated financial statements.
</FN>
POSSIS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND 1999
(UNAUDITED)
2000 1999
OPERATING ACTIVITIES:
Net loss ..............................................$(4,941,812) $(6,385,306)
Adjustments to reconcile net loss to net
cash used in operating activities:
(Gain) loss on asset disposal....................... (5,972) 14,350
Depreciation........................................ 521,316 503,432
Amortization ....................................... 36,000 158,736
Stock compensation to employees and stock
options issued to non-employees................... 127,037 189,631
Increase in receivables............................. (35,099) (625,445)
(Increase) decrease in inventories.................. (700,378) 172,670
Decrease in other assets............................ 37,038 108,392
Increase (decrease) in trade accounts payable....... 995,031 (932,238)
Increase (decrease) in accrued and other
liabilities....................................... (198,903) 491,215
Net cash used in operating activities............... (4,165,742) (6,304,563)
INVESTING ACTIVITIES:
Additions to plant and equipment....................... (466,740) (290,352)
Proceeds from the disposal of assets................... 5,972 2,700
Net cash provided by investing activities ............ (460,768) (287,652)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options and warrants... 373,258 1,083,951
Repayment of long-term debt............................ (2,444) (9,444)
Proceeds from notes payable............................ -- 21,074
Deferred debt issue costs.............................. -- (24,255)
Net cash provided by financing activities.............. 370,814 1,071,326
DECREASE IN CASH AND CASH EQUIVALENTS ................. (4,255,696) (5,520,889)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....... 9,151,004 13,841,793
CASH AND CASH EQUIVALENTS AT END OF PERIOD............. $4,895,308 $8,320,904
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid.......................................... $ 669 $ 484
Issuance of restricted stock........................... 32,250 8,375
Accrued payroll taxes related to restricted stock...... 24,881 57,769
Inventory transferred to fixed assets.................. 23,179 10,804
Conversion of subordinated debentures and accrued
interest into common stock.......................... -- 2,358,658
Deferred debt issue costs and original issue discount
netted against conversion of subordinate debentures. -- 265,911
Issuance of stock to settle litigation................. -- 225,000
Cancellation of restricted stock....................... -- 79,063
<FN>
See notes to consolidated financial statements.
</FN>
POSSIS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The accompanying consolidated financial statements and notes
should be read in conjunction with the audited financial statements and notes
thereto included in the Company's 1999 Annual Report.
2. INTERIM FINANCIAL STATEMENTS
Operating results for the three and six month periods ended January 31,
2000 are not necessarily indicative of the results that may be expected for the
year ending July 31, 2000.
3. SEGMENT AND GEOGRAPHIC INFORMATION AND CONCENTRATION OF CREDIT RISK
The Company's operations are in one business segment, the design,
manufacture and distribution of cardiovascular and vascular medical devices.
Possis Medical, Inc. evaluates revenue performance based on the worldwide
revenues of each major product line and profitability based on an
enterprise-wise basis due to shared infrastructures to make operating and
strategic decisions.
Total revenues by United States and non-United States for the six months
ended January 31, 2000 and 1999 are as follows: 2000 1999
United States............................ $9,469,896 $4,428,295
Non-United States........................ 168,585 194,173
Total revenues........................... $9,638,481 $4,622,468
4. EARNINGS (LOSS) PER SHARE
The Company's outstanding stock options and stock warrants were not
included in the computation of earnings per share since the impact would have
been anti-dilutive because of the net loss.
5. SUBSEQUENT EVENT
In March 2000, the Company completed a $15 million private placement and
issued 1,594,049 shares of common stock to various investors. In addition, the
investors also received warrants to purchase 318,810 shares of common stock with
an exercise price of $12.67 per share. The proceeds will be used to grow the
U.S. direct sales organization, expand and improve manufacturing operations and
for new product development.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three and Six Month Periods Ended January 31, 2000 and 1999
Total product sales for the three and six months ended January 31, 2000
were $5,155,000 and $9,638,000, respectively. This was an increase of $2,392,000
and $5,016,000, respectively, as compared to the same periods in the previous
year. The main factor in the revenue increase was the March 1999 U.S. Food and
Drug Administration ("FDA") clearance to commence U.S. marketing of the
AngioJet(R) Rheolytic(TM) Thrombectomy System, with labeling claims for removal
of blood clots in symptomatic native coronary arteries and coronary bypass
grafts. The Company recorded a net loss for the quarter ended January 31, 2000
of $2,350,000, or $.16 per diluted share. This compared to a net loss of
$3,153,000, or $.25 per diluted share, for the quarter ended January 31, 1999.
The net loss for the six months ending January 31, 2000 and 1999 was $4,942,000
and $6,385,000, respectively. This resulted in a net loss per diluted share of
$.33 and $.52, respectively.
Revenue - AngioJet System
AngioJet System revenue for the three and six months ended January 31, 2000
was $4,922,000 and $9,024,000, respectively. This was an increase of 120% and
166%, respectively, over the same year-ago periods. Foreign sales of the
AngioJet System for the three and six month periods ended January 31, 2000 were
$91,000 and $169,000, respectively. This compared to foreign sales of the
AngioJet System of $165,000 and $194,000 for the same periods the previous year.
As of January 31, 2000, the Company had a total of 394 domestic drive units
in the field, compared to 208 drive units at the end of the same prior year
period, and 342 units as of end of the first quarter. During the three and six
month periods ended January 31, 2000, the Company sold approximately 3,900 and
7,100 catheters and pump sets versus approximately 2,100 and 3,600 in the same
year-ago periods. This was an 86% and 97% increase in unit catheter sales from
the same year-ago periods. The average catheter utilization rate per installed
domestic drive unit was 9.9 in the second quarter, compared to a rate of 9.3 in
the same prior year period, and to a rate of 9.4 in the first quarter of fiscal
2000. The Company sold 41 and 73 drive units during the three and six months
ended January 31, 2000. This compared to 39 and 55 drive units in the same prior
year-ago periods.
Currently the Company lists its AngioJet System drive unit, considered
capital equipment, at $35,000 to U.S. hospitals. The Company employs a variety
of flexible drive unit acquisition programs including outright purchase, rental,
lease and fee-per-procedure. The purchasing cycle for the AngioJet System drive
unit varies from purchasing the drive unit with no evaluation to an evaluation
period of up to six months, depending on the customer's budget cycle.
The Company expects the U.S. AngioJet System sales will continue to grow
primarily through the addition of sales people, obtaining additional FDA
approved product uses, the publication of clinical performance and cost
effectiveness data, and the introduction of additional catheter designs. The
current sales increases are believed to be generated primarily from the FDA
coronary approval received in March 1999. Additional sales growth is planned
upon FDA approval for AngioJet System use in peripheral arteries. In July 1997,
the Company submitted a 510(k) application to the FDA seeking clearance for the
AngioJet System to be used in peripheral arteries. The Company has responded to
issues raised by the FDA and expects approval for peripheral AngioJet System in
the first half of calendar 2000. In October 1999, the Company received full FDA
approval for its Investigational Device Exemption (IDE) application for the
clinical trial of the AngioJet System in the treatment of severe acute
cerebrovascular stroke. The first patient is expected to be enrolled in the
first half of calendar 2000. Due to the start of the cerebrovascular stroke
clinical trial, the Company has stopped enrolling patients in the clinical trial
of the AngioJet System for use in the treatment of stroke caused by the blockage
of the carotid arteries, the main vessels supplying blood to the brain. A total
of five patients were enrolled in the carotid stroke clinical trial (ReACT). The
Company believes that the treatment of blood clots in coronary vessels,
peripheral arteries, veins and neuro vessels are significant worldwide marketing
opportunities for the AngioJet System.
Revenue- Vascular Grafts
Vascular graft sales were $233,000 and $614,000 for the three and six
months ended January 31, 2000. This compared to $69,000 for each of the three
and six months ended January 31, 1999. All of the vascular graft sales were
Perma-Seal(R) Dialysis Access Grafts. In September 1998, the Company received
FDA marketing approval for its Perma-Seal Dialysis Access Graft, and in December
1998, the Company entered into an exclusive worldwide supply and distribution
agreement with Horizon Medical Products, Inc. The first shipment under this
agreement was made in January 1999.
In April 1998, the Company received Humanitarian Device Exemption (HDE)
approval from the FDA, allowing U.S. marketing of the Perma-Flow(R) Coronary
Bypass Graft for patients who require coronary bypass survey but who have
inadequate blood vessels of their own for use in the surgery. In March 1999, a
distribution agreement with the Company's independent distributor expired.
Currently the Company is seeking a new distributor.
In February 1999, the Company received 510(k) approval from the FDA to
market three expanded polytetrafluoroethylene (ePTFE) synthetic grafts. ePTFE
synthetic grafts are the most commonly used synthetic grafts in peripheral
vessel bypass procedures. These products are planned to be marketed and sold by
a marketing partner or independent distributor.
A goal of the Company is to maximize the value of these products and
technologies for its shareholders. Its strategy is to seek partners to
distribute the products and possibly fund the graft product development program.
In addition, the Company will continue to pursue the possible sale of the
vascular graft products and technologies. While the Company works toward
completing these activities, it has placed vascular graft product development on
hold.
The Company is planning for continued growth in product sales for the
remainder of fiscal 2000 and beyond and believes that most of this growth will
come from AngioJet System sales in the U.S. marketplace.
Cost of Medical Products
Cost of medical products increased $690,000 and $1,255,000 in the 2000
three and six month periods, respectively, over the same periods in the previous
year. The increase is primarily due to the significant growth in the AngioJet
System product sales and a favorable mix of coronary catheters sold, partially
offset by higher scale-up costs. Medical product gross margins improved by
$1,702,000 and $3,761,000 for the three and six months, respectively, over the
same periods in the previous year. This resulted in gross margins of 50% and 51%
for the three and six months ended January 31, 2000. This compares to 32% and
26% gross margins for the three and six month periods ending January 31, 1999.
The Company believes that manufacturing costs per unit will be reduced and gross
margins will continue to improve as product sales and related production volumes
continue to grow and as identified product and process improvements are made.
Selling, General and Administrative Expense
Selling, general and administrative expenses for the three and six months
ended January 31, 2000 increased $1,204,000 and $2,961,000, respectively,
compared to the same year-ago periods. The primary factors are increased sales
and marketing expenses related to the establishment of a U.S. direct sales
organization to sell the AngioJet System and expenses of marketing the product
in the United States. Based upon early physician interest and with the AngioJet
System receiving FDA approval for coronary use, the Company has grown the U.S.
sales and marketing organization from 35 employees in January 1999, to 57
employees in January 2000. The Company plans to further increase the direct U.S.
sales force to meet the growing demand for the Company's AngioJet System. The
Company plans on increasing its sales and marketing expenditures going forward.
Research and Development Expense
Research and development expenses, in the three and six months ended
January 31, 2000 decreased 11% and 13%, respectively, from last year, due mainly
to a shutdown of graft product development. The reduction in graft product
development was offset by an increase in development of new AngioJet System
applications. The Company believes that research and development expenses for
AngioJet System applications will increase as it completes the development of
its current products and invests in development of new AngioJet System
thrombectomy applications and new high-pressure waterjet technology-based
products.
Interest Income and Expense
Interest income decreased $40,000 and $102,000 in the most recent three and
six month periods, respectively, over the prior year periods due to the use of
the Company's cash reserves to fund Company operations. The gross proceeds of
$7,000,000 received from the private placement offering in May and June 1999 had
a modest impact on interest income for the three and six months ended January
31, 2000. The $12,000,000 gross proceeds received from the issuance of 5%
convertible debentures received in July 1998 had a modest impact on interest
income for the three and six months ended January 31, 1999. In March 2000 the
Company received $15 million in a private placement offering of its common
stock. The Company expects interest income to increase for the remainder of the
fiscal year due to the private placement offering proceeds.
Interest expense decreased in the most recent three and six month periods
period due to the 5% convertible subordinated debentures being converted into
the Company's common stock in March 1999. The Company expects interest expense
to stay at low levels through the remainder of the fiscal year.
Liquidity and Capital Resources
The Company's cash and cash equivalents totaled $4,895,000 at January 31,
2000 versus $9,151,000 at July 31, 1999.
Net cash usage for the six months ended January 31, 2000 averaged $709,000
per month. The $4,166,000 cash used in operations in the most recent six month
period was due to the net loss of $4,942,000, a $700,000 increase in inventory
and $199,000 decrease in accrued liabilities, partially offset by non-cash
expenses of depreciation, amortization, stock compensation to employees and
stock options issued to non-employees of $684,000, and an increase in accounts
payable of $995,000.
The Company believes that product sales of the AngioJet System, primarily
in the U.S., will yield meaningful sales growth going forward. Concurrently,
sales and marketing expenditures are planned to increase with the sales growth.
Research and development expenditures are expected to increase as the Company
completes the development of its current products and invests in development of
new AngioJet System thrombectomy applications and new high-pressure waterjet
technology-based products. Possis expects to report a loss for the current
fiscal year, which is expected to be less than the fiscal 1999 loss. A modest
profit is expected for fiscal 2001. In addition, the Company expects that
increasing working capital investments in trade receivables and inventory will
be required to support growing product sales.
In March 2000, the Company received gross proceeds of $15 million in a
private placement offering of its common stock. The proceeds will be used to
grow the Company's U.S. direct sales organization, expand and improve
manufacturing operations and for new product development. The Company has no
plans to raise additional outside capital in fiscal 2000.
Year 2000
No material Y2K-related failures occurred with either the Company's
products or internal systems as a result of the date change from December 31,
1999 to January 1, 2000.
The Company established a team in May 1998 to assess the possible exposures
related to the Y2K issue. The areas investigated include: product issues,
business computer systems and software, production equipment, vendor readiness
and contingency plans. Products currently sold by the Company are Y2K compliant.
The Company has responded to all inquiries regarding Y2K compliance by customers
and vendors. The Company has noted an increase in requests from customers since
January 1999. The Company has taken steps to attach stickers to all drive units
indicating Y2K compliance.
The Company uses commercial software to manage the primary business
functions of production, finance and payroll. These systems have been certified
by the vendors as Y2K compliant on the software releases currently installed.
The Company has service contracts with these vendors so any additional changes
needed are obtained in service packs. The Company's network operating system is
certified as Y2K compliant and has been tested by the Company. Production and
quality control equipment do not use dates to control operations.
Certain personal computers were not Y2K compliant. The Company has
completed the replacement of these computers as planned spending necessary to
maintain current technology.
The Company uses Microsoft software to operate its workstations and to
provide office productivity functions. The Company installed software to
automatically distribute software updates. It has upgraded the personal
productivity software to Y2K compliant versions, as provided by the software
manufacturers. It has installed commercial software to check hardware, software,
and data files for potential Y2K problems. The Company has had no significant
problems with applications software.
The Company evaluated its suppliers of utility, telecommunications,
payroll, banking, and employee benefits services. It did not have any
disruptions in these services. The Company replaced its voice mail system with
one that is Y2K compliant; the replacement was needed for other business reasons
so was not budgeted as a specific Y2K expense.
Company vendors have responded to questionnaires and follow-up phone calls
regarding their Y2K readiness. The Company continues to monitor key suppliers
and has incorporated Y2K readiness into its supplier certification process. The
Company's contingency planning includes monitoring of suppliers and market
conditions to ensure a constant supply of materials. As the result of the
continuing evaluation, The Company made advanced purchases of selected materials
to cover a possible 6 week disruption related to Y2K. The effect on the
financial statements is expected to be negligible since the carrying costs on
the additional $260,000 of materials is essentially offset by discounts on the
quantity purchases. All materials are for current production, therefore will be
used within the forecast period.
The Company budgeted and spent approximately $50,000 for expenses directly
related to Y2K identification and remediation. The Company purchased directors'
and officers' liability insurance related to the Y2K issue.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of
Operations, including the discussion regarding Year 2000 compliance, contain
certain "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Such statements relating to future events and
financial performance, including the submission of applications to the FDA,
anticipated FDA approvals, the timing of FDA approvals, revenue and expense
levels, profitability and future capital requirements, and the timing and method
of raising additional capital, are forward-looking statements that involve risks
and uncertainties, including the Company's ability to meet its timetable for FDA
submissions, the review time and process at the FDA, results of clinical trials,
changes in the Company's marketing strategies, the Company's ability to
establish product distribution channels, changes in manufacturing methods,
market acceptance of the AngioJet System, changes in the levels of capital
expenditures by hospitals, the levels of sales of the Company's products that
can be achieved, ability to raise additional capital and other risks set forth
in the cautionary statements included in Exhibit 99 to the Company's report on
Form 10-Q dated June 14, 1999, filed with the Securities and Exchange
Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company invests its excess cash in money market mutual funds,
commercial paper and other liquid, short maturity and low-risk investments.
The product sales for the Company's foreign subsidiary are in U.S. Dollars
("USD"). At the end of January 2000, the amount of currency held in foreign
exchange was approximately $1,000 USD. The market risk on the Company's foreign
subsidiary operations is minimal.
At January 31, 2000, all of the Company's outstanding long-term debt
carries interest at a fixed rate. There is no material market risk relating to
the Company's long-term debt.
Part II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
a. The 1999 annual meeting of shareholders of Possis Medical, Inc. was held
on December 15, 1999.
b. By the following vote, management's nominees were elected as directors
of the Corporation for one year or until their successors are elected and
qualified:
FOR AGAINST
Dean Belbas 12,782,220 970,188
Robert G. Dutcher 12,823,962 928,446
William C. Mattison, Jr. 13,029,414 722,994
Seymour J. Mansfield 12,819,314 933,094
Whitney A. McFarlin 12,941,490 810,918
Donald C. Wegmiller 12,809,650 942,758
Rodney A. Young 12,941,066 811,342
c. By a vote of 5,586,082 in the affirmative, 1,035,274 in the negative,
167,605 abstaining and 6,963,447 being counted as broker non-votes, the proposal
to approve adoption of the Corporation's 1999 Stock Compensation Plan was
ratified.
d. By a vote of 13,553,861 in the affirmative, 122,268 in the negative and
76,279 abstaining, the appointment of Deloitte & Touche LLP as the Company's
certified public accountants was ratified.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Certain of the following exhibits are incorporated by reference from prior
filings. The form with which each exhibit was filed and the date of filing are
indicated on the following pages.
Exhibit Form Date Filed Description
3.1 10-K Fiscal year ended Articles of incorporation as
July 31, 1994 amended and restated to date.
3.2 10-K Fiscal year ended Bylaws as amended and
July 31, 1999 restated to date.
27 Financial data schedule.
(b) Reports on Form 8-K
Possis Medical, Inc. filed no reports on Form 8-K during the quarter ended
January 31, 2000.
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 thereunto duly authorized.
POSSIS MEDICAL, INC.
DATE: March 15, 2000 BY: /s/
ROBERT G. DUTCHER
President and Chief Executive Officer
DATE: March 15, 2000 BY: /s/
RUSSEL E. CARLSON
Vice President, Finance and Chief Financial Officer