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 August 24, 1995 (Date of earliest event reported) CABOT MEDICAL CORPORATION (exact name of registrant as specified in its charter) NEW JERSEY (State or other jurisdiction of incorporation) 0-14343 23-2240207 ------------------------ ---------------------- (Commission File Number) (IRS Employer Identification Number) 2150 Cabot Blvd. West, Langhorne, PA 19047 (Address of principal executive offices) (Zip Code) (215) 752-8300 (Registrant's telephone number, including area code) page 1 of 4 Cabot Medical Corporation Item: 5 Other Events CABOT MEDICAL CORPORATION REPORTS THIRD QUARTER AND NINE MONTHS RESULTS LANGHORNE, PA, August 23, 1995 -- CABOT MEDICAL CORPORATION (NASDAQ:NMS:CBOT) today announced its third quarter and nine months results for the period ending July 29, 1995. Net sales for the third quarter were $15,763,000 resulting in a loss of $1,649,000, this compared with sales of $16,362,000 and a profit of $165,000 for the same period in 1994. For the nine months sales were $47,995,000 resulting in a loss of $1,494,000 vs sales of $50,265,000 with earnings of $2,340,000 respectively for the same period in 1994. On a per share basis, the company had a loss of $0.16 vs earnings of $0.02 for the quarter in 1994. For the nine months on a per share basis, the company had a loss of $0.14 vs earnings of $0.22 for the same period in 1994. These results were in line with the company's previous estimates released July 20th. At that time Warren G. Wood, President, attributed the anticipated results to (i) lower average selling prices, resulting in lower profit margins, (ii) distractions to the Cabot sales force due to the previously announced merger with Circon Corporation and (iii) reduced sales force productivity during the period due to the continuing integration of the endoscopy and urology sales forces which began in January 1995, coupled with the additional time required away from the field for training during the period. Cabot expects to finalize its previously announced merger with Circon Corporation this Friday, August 25, 1995, at a special shareholder meeting called for this purpose. CABOT MEDICAL CORPORATION designs, develops, manufactures and markets a variety of medical devices and systems for minimally invasive general and gynecological surgical and diagnostic procedures. page 2 CABOT MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) Three Months Ended 7/29/95 7/30/94 ------- ------- Net Sales $15,763,000 $16,362,000 Cost of Sales $ 7,525,000 $ 6,168,000 Gross Profit $ 8,238,000 $10,194,000 Operating Expenses $ 8,591,000 $ 8,622,000 Operating Income(Loss) $ (353,000) $ 1,572,000 Interest & Other, Net $ 1,330,000 $ 1,364,000 Earnings(Loss) before Income Taxes $(1,683,000) $ 208,000 Net Earnings(Loss) $(1,649,000) $ 165,000 Earnings(Loss) per Common Share and Common Share equivalents Primary $(0.16) $0.02 Fully diluted $(0.16) $0.02 Weighted average Number of Common Shares and Common Share equivalents, Primary 10,391,000 10,210,000 Fully diluted 10,391,000 10,210,000 page 3 CABOT MEDICAL CORPORATION 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 duly authorized. CABOT MEDICAL CORPORATION Date: August 24, 1995 /s/ Warren G. Wood ------------------------- ------------------------------------- Warren G. Wood, Chairman of the Board Chief Executive Officer and President Date: August 24, 1995 /s/ Marvin Sharfstein ------------------------- ------------------------------------- Marvin Sharfstein, Vice President of Corporate Development page 4