UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report pursuant to section 13 or 15(d) of the Securities
- Exchange Act of 1934 for the quarterly period ended December 31, 1998
or -----------------
Transition Report pursuant to section 13 or 15(d) of the Securities
- Exchange Act of 1934 for the transition period from to
------ ------
Commission File No. 000-16723
RESPIRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1304989
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1501 Ardmore Boulevard
Pittsburgh, Pennsylvania 15221
(Address of principal executive offices) (Zip Code)
(Registrant's Telephone Number, including area code) 412-731-2100
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 and (2) has been subject to such filing requirements for
at least the past 90 days. Yes X No .
- -
As of January 31, 1999, there were 31,729,323 Common Stock of the registrant
outstanding.
INDEX
RESPIRONICS, INC.
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements (Unaudited).
Consolidated balance sheets -- December 31, 1998 and June 30, 1998.
Consolidated statements of operations -- Three and six months ended
December 31, 1998 and 1997.
Consolidated statements of cash flows-- Six months ended December 31,
1998 and 1997.
Notes to consolidated financial statements -- December 31, 1998.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
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CONSOLIDATED BALANCE SHEETS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
December 31 June 30
1998 1998
--------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 22,312,793 $ 14,874,753
Trade accounts receivable, less allowance for
doubtful accounts of $8,626,000 and $8,246,000 111,113,051 90,985,120
Inventories 58,688,361 58,897,764
Prepaid expenses and other 15,364,254 14,977,842
Deferred income tax benefits 14,948,226 14,948,226
--------------------- -------------------
TOTAL CURRENT ASSETS 222,426,685 194,683,705
PROPERTY, PLANT AND EQUIPMENT
Land 3,344,939 3,360,885
Building 12,412,345 13,564,623
Machinery and equipment 54,785,549 54,087,893
Furniture, office and computer equipment 34,282,120 27,170,001
Leasehold improvements 1,249,911 1,148,251
--------------------- -------------------
106,074,865 99,331,653
Less allowances for depreciation
and amortization 52,374,095 50,408,095
--------------------- -------------------
53,700,770 48,923,558
Funds held in trust for construction
of new facility 836,202 817,820
OTHER ASSETS 14,305,505 14,774,380
COST IN EXCESS OF NET ASSETS OF
BUSINESS ACQUIRED 67,457,798 68,902,667
--------------------- -------------------
$ 358,726,960 $ 328,102,130
===================== ===================
See notes to consolidated financial statements.
December 31 June 30
1998 1998
------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 22,009,835 $ 20,966,011
Accrued expenses and other 37,476,854 33,048,316
Current portion of long-term obligations 950,714 3,119,617
--------------------- -------------------
TOTAL CURRENT LIABILITIES 60,437,403 57,133,944
LONG-TERM OBLIGATIONS 94,289,065 69,316,177
MINORITY INTEREST 784,050 812,116
COMMITMENTS
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 100,000,000
shares; issued and outstanding 32,857,418
shares at December 31, 1998 and
32,678,632 shares at June 30, 1998 328,574 326,786
Additional capital 106,918,454 105,376,608
Cumulative effect of foreign currency translations (77,034) (1,416,465)
Retained earnings 111,316,761 97,648,469
Treasury stock (15,270,313) (1,095,505)
--------------------- -------------------
TOTAL SHAREHOLDERS' EQUITY 203,216,442 200,839,893
--------------------- -------------------
$ 358,726,960 328,102,130
====================== ===================
See notes to consolidated financial statements.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
Three months ended Six months ended
December 31 December 31
1998 1997 1998 1997
-----------------------------------------------------------------
Net sales $ 90,197,244 $ 95,472,000 $ 176,608,820 $ 186,222,509
Cost of goods sold 46,849,405 48,379,000 91,615,400 94,107,501
-------------- ------------ ------------- --------------
43,347,839 47,093,000 84,993,420 92,115,008
General and administrative expenses 10,434,081 8,843,927 21,085,190 18,172,807
Sales, marketing and commission expenses 15,534,088 17,753,073 30,528,166 33,683,342
Research and development expenses 4,380,119 4,895,000 8,933,900 10,311,648
Costs associated with an unsolicited offer to acquire
Healthdyne Technologies, Inc. 0 0 0 650,000
Interest expense 1,063,102 1,110,000 2,181,284 2,148,724
Other income (328,682) (428,000) (515,606) (860,073)
-------------- ------------ ------------- --------------
31,082,708 32,174,000 62,212,934 64,106,448
-------------- ------------ ------------- --------------
INCOME BEFORE INCOME TAXES 12,265,131 14,919,000 22,780,486 28,008,560
Income taxes 4,906,052 5,966,000 9,112,194 11,200,924
-------------- ------------ ------------- --------------
NET INCOME 7,359,078 8,953,000 13,668,291 16,807,636
============== ============ ============= ==============
Basic earnings per share $ 0.23 $ 0.28 $ 0.43 $ 0.53
============== ============ ============= ==============
Basic shares outstanding 31,764,732 31,738,965 32,088,790 31,691,301
Diluted earnings per share $ 0.23 $ 0.27 $ 0.42 $ 0.51
============== ============ ============= ==============
Diluted shares outstanding 32,291,132 33,205,305 32,568,080 33,140,761
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
Six Months Ended December 31
1998 1997
---------------------------------------------------
OPERATING ACTIVITIES
Net income $ 13,668,292 $ 16,810,207
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,983,992 8,190,822
Changes in operating assets and liabilities:
Increase in accounts receivable (21,455,931) (13,393,747)
Decrease (increase) in inventories 359,403 (2,685,478)
Change in other operating assets and
liabilities 6,279,181 (6,472,299)
------------ -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,834,937 2,449,505
INVESTING ACTIVITIES
Purchase of property, plant and equipment (10,541,643) (11,928,437)
------------ -----------
NET CASH USED BY
INVESTING ACTIVITIES (10,541,643) (11,928,437)
FINANCING ACTIVITIES
Net increase in borrowings 22,803,985 6,442,261
Issuance of common stock 1,543,634 1,622,741
(Acquisition) use of treasury stock (14,174,808) 188,884
Decrease in minority interest (28,066) (14,986)
------------ -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,144,745 8,238,900
------------ -----------
INCREASE (DECREASE) IN CASH AND
SHORT-TERM INVESTMENTS 7,438,039 (1,240,032)
Cash and short-term investments at beginning of period 14,874,753 18,630,657
------------ -----------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 22,312,792 $ 17,390,625
============ ============
See notes to consolidated financial statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
DECEMBER 31, 1998
NOTE A -- 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. Operating results for the six months ended December 31, 1998
are not necessarily indicative of the results that may be expected for the year
ended June 30, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended June 30, 1998.
NOTE B -- INVENTORIES
The composition of inventory is as follows:
December 31 June 30
1998 1998
------------------ ------------------
Raw materials $ 21,335,030 $ 18,540,521
Work-in-process 5,815,167 7,570,524
Finished goods 31,538,165 32,786,719
------------------ ------------------
$ 58,688,362 $ 58,897,764
================== ==================
NOTE C -- CONTINGENCIES
As previously disclosed, the Company is party to actions filed in a federal
District Court in January 1995 and June 1996 in which a competitor alleges that
the Company's manufacture and sale in the United States of certain products
infringes four of the competitor's patents. In its response to these actions,
the Company has denied the allegations and has separately sought judgment that
the claims under the patents are invalid or unenforceable and that the Company
does not infringe upon the patents. The January 1995 and June 1996 actions have
been consolidated, and discovery is currently underway. The Court has granted
the Company's motions for summary judgment that the Company does not infringe
two of the competitor's patents. The Company believes that none of its products
infringe
any of the patents in question in the event that any one or more of such patents
should be held to be valid, and it intends to vigorously defend this position.
NOTE D -- MERGER; POOLING OF INTERESTS ACCOUNTING
In February 1998, the Company merged a wholly owned subsidiary with Healthdyne
Technologies, Inc. ("Healthdyne") in a stock for stock merger by issuing
approximately 12,000,000 shares of the Company's common stock in exchange for
the outstanding shares of Healthdyne. The merger was accounted for as a pooling
of interests. Accordingly, the consolidated financial statements include, for
all periods presented, the combined financial results and financial position of
the Company and Healthdyne. Healthdyne has since been renamed Respironics
Georgia, Inc.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES REFORM ACT OF 1995
The statements contained in this Quarterly Report on Form 10-Q, specifically
those contained in Item 2 "Management's Discussion and Analysis of Results of
Operations and Financial Condition", along with statements in other reports
filed with the Securities and Exchange Commission, external documents and oral
presentations which are not historical are "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21B of the Securities and Exchange Act of 1934, as amended. These
forward looking statements represent the Company's present expectations of
beliefs concerning future events. The Company cautions that such statements are
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statements. Results actually
achieved may differ materially from expected results included in these
statements. Those factors include the following: third party reimbursement;
increasing price competition and other competitive factors in the sale of
products; the United States Food and Drug Administration (the "FDA"), the
Health Care Financing Administration ("HCFA"), the Durable Medical Equipment
Regional Carriers ("DMERC's") and other government regulation; intellectual
property and related litigation; foreign currency fluctuations, regulations and
other factors affecting operations and sales outside the United States including
potential future effects of the change in sovereignty of Hong Kong, and customer
consolidation and concentration.
Item 2. Management's Discussion and Analysis of Result of Operations
and Financial Condition
RESULTS OF OPERATIONS
Net sales for the quarter ended December 31, 1998 were $90,197,000 representing
a 6% decrease from the $95,472,000 recorded for the quarter ended December 31,
1997. Sales for the six months ended December 31, 1998 were $176,609,000, a
decrease of 5% over the $186,223,000 recorded in the year earlier period. Sales
for the current quarter and six month period were adversely impacted by a
decrease in sales of the Company's non-invasive ventilatory support products
compared to prior year levels. This sales decrease was due primarily to
uncertainty in the market concerning insurance coverage guidelines for the home
use of these products in the United States and the corresponding reduction in
purchases of these units by the Company's dealer customers pending resolution of
the coverage guidelines. Government policy makers issued a draft coverage
policy in July 1998 that was more restrictive than had been expected. The
Company, along with trade and medical associations, other device manufacturers,
and home care dealers, have filed formal comments as permitted with the policy
makers indicating disagreement with the draft coverage policy. The Company now
estimates that a final coverage policy will be issued in June 1999 and believes
that until these final guidelines are issued, sales of its noninvasive
ventilatory support units for home use in the United States will continue to be
negatively impacted as compared with periods prior to
the uncertainty regarding insurance coverage guidelines. If the final guidelines
issued are either as restrictive as, or more restrictive than, the draft
guidelines, the Company's sales of its noninvasive ventilatory support units for
home use in the United States will continue to be negatively impacted. Sales in
the current quarter and six month period of the Company's other major product
line, obstructive sleep apnea products, increased on a unit and dollar basis as
compared to prior year totals.
The Company's gross profit was 48% of net sales for the quarter and six months
ended December 31, 1998 and 49% for the quarter and six months ended December
31, 1997. This decrease in gross margin percentage was caused by lower total
sales levels and sales mix.
General and administrative expenses were $10,434,000 (12% of net sales) for the
quarter ended December 31, 1998 as compared to $8,844,000 (9% of net sales) for
the quarter ended December 31, 1997. General and administrative expenses were
$21,085,000 (12% of net sales) for the six months ended December 31, 1998 as
compared to $18,173,000 (10% of net sales) for the year earlier period. The
increase in the expenses for both periods was due primarily to increased
information systems costs, legal fees, allowances for doubtful accounts, and
other administrative expenses. These increased expenses were partially offset
by cost reductions that the Company obtained since the February 1998 merger
with Healthdyne.
Sales, marketing and commission expenses were $15,534,000 (17% of net sales) for
the quarter ended December 31, 1998 as compared to $17,753,000 (19% of net
sales) for the quarter ended December 31, 1997. Sales, marketing and commission
expenses were $30,528,000 (17% of net sales) for the six months ended December
31, 1998 as compared to $33,683,000 (18% of net sales) for the year earlier
period. The decrease in these expenses was due primarily to the cost reductions
that the Company obtained since the February 1998 merger with Healthdyne.
Research and development expenses were $4,380,000 (5% of net sales) for the
quarter ended December 31, 1998 as compared to $4,895,000 (5% of net sales) for
the quarter ended December 31, 1997. Research and development expenses were
$8,934,000 (5% of net sales) for the six months ended December 31, 1998 as
compared to $10,312,000 (6% of net sales) for the year earlier period. The
decrease in these expenses was due primarily to the elimination of duplicate
product development efforts since the closing of the merger with Healthdyne in
February 1998. Significant product development efforts are ongoing, and new
product launches in all of the Company's major product areas are planned for,
and in some cases have already taken place, in fiscal year 1999.
During the six months ended December 31, 1997, the Company incurred $650,000 in
costs associated with an unsolicited offer to acquire Healthdyne.
The Company's effective income tax rate was 40% for all periods presented.
As a result of the factors described above, the Company's net income was
$7,359,000 (8% of net sales) or $0.23 per diluted share for the quarter ended
December 31, 1998 as compared to $8,953,000 (9% of net sales) or $0.27 per
diluted share for the quarter ended December 31, 1997 and $13,668,000 (8% of net
sales) or $0.42 per diluted share for the six months ended December 31, 1998 and
$16,808,000 (9% of net sales) or $0.51 per diluted share for the six months
ended December 31, 1997. Earnings per share amounts for the three and six month
periods ended December 31, 1998 reflect the impact of shares repurchased under
the Company's buyback program which is described below.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $161,989,000 at December 31, 1998 and
$137,550,000 at June 30, 1998. Net cash provided by operating activities was
$7,835,000 for the six months ended December 31, 1998 as compared to $2,450,000
for the six months ended December 31, 1997. The increase in net cash provided
by operating activities for the current six month period was due primarily to an
increase in accounts payable and accrued expenses.
Net cash used by investing activities was $10,542,000 for the six months ended
December 31, 1998 as compared to $11,928,000 for the six months ended December
31, 1997. The majority of the cash used by investing activities for both
periods represented capital expenditures, including the purchase of production
equipment, computer and telecommunications equipment, and office equipment. The
funding for the investment activities in both periods was provided by positive
cash flows from operating activities and accumulated cash and short term
investments.
Net cash provided by financing activities includes borrowings and repayments
under the Company's various long-term obligations. In August 1998, the
Company's Board of Directors authorized a stock buy-back of up to 1,000,000
shares of the Company's outstanding common stock. In October 1998, the Company's
Board of Directors authorized an additional 1,000,000 shares under the buyback
program. During the six month period ended December 31, 1998, the Company
repurchased 1,166,000 shares under the buyback program, resulting in a use of
cash of $14,175,000. Shares that are repurchased are added to treasury shares
pending future use and will reduce the number of shares outstanding.
The Company believes that positive cash flow from operating activities projected
for the remainder of the fiscal year, the availability of additional funds under
its revolving credit facility (which was recently amended to provide for
borrowing up to $125 million) and its accumulated cash and short-term
investments will be sufficient to meet its current and presently anticipated
future needs for the remainder of fiscal year 1999 for operating activities,
investing activities, and financing activities.
Year 2000
State of Readiness. The Company is currently executing an overall Year
2000 compliance strategy utilizing the services of a Year 2000 consulting firm.
A program management office is in place consisting of full time staff resources
from both the Company and the consulting firm to address the four identified
primary risk areas: core business information systems and technology; issues
relative to the Company's products; issues relative to third party product and
service providers; and issues relative to the Company's facilities.
Year 2000 compliance of the Company's core business information systems and
technology has been largely addressed with the recent implementation of Year
2000 compliant enterprise-wide resource planning ("ERP") software at each of the
Company's major locations.
A technical review of the Company's current and discontinued product lines
addressing Year 2000 issues has been completed; one non-compliance was found and
the correction originally implemented for the product that was nonconforming
has proven to be ineffective. A revised correction will be provided to customers
of this product in March, 1999. A strategy for dealing with customer inquiries
regarding Year 2000 compliance of the Company's products has been implemented as
well.
A review of issues relating to third party product and service providers'
Year 2000 compliance, (including defining inventory and vendor management
processes, planning a third party compliance assessment and identifying
potential contingency planning and remediation strategies) has been completed
and a detailed project plan has been developed and is now being executed. The
Company's current expectation is that issues relating to the third party product
and suppliers' Year 2000 compliance will be resolved by June 1999.
A preliminary review of issues relating to the Year 2000 compliance of the
Company's facilities infrastructure has been completed and no major problems or
significant risks are anticipated based on this preliminary review. A more
detailed facilities review is being conducted and is anticipated to be completed
by June 1999.
Year 2000 Costs. Total costs for the Company's Year 2000 compliance
efforts are currently estimated to be approximately $11,000,000. The majority
of these costs relate to the ERP system installations and upgrades and have
been, and will be, capitalized and charged to expense over the estimated useful
life of the associated software and hardware. The remaining costs have been,
and will be charged directly to expense. Additional costs could be incurred if
significant remediation activities are required with third party suppliers (see
below).
Risks and Contingency Plans. Based on the Year 2000 compliance work
conducted to date and described above, the Company's most significant risk, and
its reasonably likely worst case scenario relative to Year 2000 compliance,
appears to be that upon completion of its review of its third party product and
service providers' Year 2000 compliance, it determines that certain of its third
party product and service suppliers may not be Year 2000 compliant. If such
product and service suppliers in fact do not become Year 2000 compliant in a
timely manner and these suppliers cannot provide the Company with products and
services in a timely and cost effective manner, future operating results could
be adversely affected. The Company believes that the vendor management process
that is currently in place will identify these potential risks.
While a formal contingency plan for dealing with third party product and
service providers who are not Year 2000 compliant has not been completed, the
Company expects to have several options available to deal with identified non-
compliance.
For product and services where the Company's needs are not unique or where
a long term relationship with a supplier does not exist, a search for
alternative suppliers who are Year 2000 compliant would be conducted and
suppliers changed as needed prior to January 1, 2000.
While the Company believes that raw materials and components for its
products are readily available from a number of suppliers and believes that its
service needs are not significantly unique from other companies, it is possible
that for some of its suppliers who are identified as being non-compliant,
certain remediation strategies with the supplier may be employed, at least
initially, as an alternative to switching suppliers because of the operational
difficulties that switching suppliers could cause. These remediation strategies
include, but are not limited to, increasing purchases from the suppliers in
question prior to January 1, 2000 to provide a safety stock if the supplier
experiences difficulty and providing the Company's Year 2000 compliance
resources to assist the supplier in becoming compliant.
PART 2 OTHER INFORMATION
Item 1: Legal Proceedings
- ------- -----------------
Not applicable
Item 2: Change in Securities
- ------- --------------------
(a) Not applicable
(b) Not applicable
(c) Not applicable
Item 3: Defaults Upon Senior Securities
- ------- -------------------------------
(a) Not applicable
(b) Not applicable
Item 4: Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
The Company's Annual Meeting of Shareholders was held on November 19, 1998. The
holders of 27,422,171 shares of the Company's stock (approximately 86% of the
outstanding shares) were present at the meeting in person or by proxy. The
only matters voted upon at the meeting were:
(i) the election of three persons to serve as directors for a three year term
expiring at the Annual Meeting of Shareholders in 2001,
(ii) the approval of the amendments to the Company's 1992 Incentive Stock
Option Plan to increase the number of shares available for grant by
2,000,000 shares to a total of 3,000,000 shares.
(iii) the ratification of the selection of Ernst & Young as independent public
accountants to audit the financial statements of the Company for the
fiscal year ending June 30, 1999.
The results of voting were as follows:
(i) Douglas A. Cotter, Gerald E. McGinnis, and Craig B. Reynolds, the nominees
of the Company's Board Of Directors, were elected to serve until the
Annual Meeting of Shareholders in 2001. There were no other nominees.
Shares were voted as follows:
Withhold
Name For Vote For
- ------------------------------- ---------- --------
Douglas A Cotter 26,856,163 566,008
Gerald E. McGinnis 26,876,060 546,111
Craig B. Reynolds 26,849,069 573,102
(ii) The amendment to the Company's 1992 Incentive Stock Option Plan was
approved: affirmative votes, 18,375,293 shares, negative votes, 1,385,822
shares.
(iii) The selection of Ernst & Young as independent public accountants for the
1999 fiscal year was ratified: affirmative votes, 27,235,970 shares;
negative votes, 94,817 shares.
Item 5: Other Information
- ------- -----------------
At a meeting on November 19, 1998, the Board of Directors of the Company
approved the addition of new sections 1.09, 1.10 and 1.11 to Article One of the
By-Laws of the Company. The new by-laws require that any shareholder of the
Company intending to present a nomination of persons for election to the Board
of Directors of the Company or a proposal for action by the shareholders at an
annual meeting must give written notice of the proposal, containing specified
information, to the Secretary of the Company not later than the notice deadline
established under the new by-laws.
For the 1999 annual meeting, this notice deadline will be July 20, 1999.
Thereafter, the notice deadline will generally be 90 days prior to the
anniversary date of the Company's proxy statement for the previous year's annual
meeting. Except as described in the next paragraph, compliance with the notice
requirements of the new by-laws will be required in order for a nomination or
shareholder proposal to be presented for a shareholder vote at an annual
meeting.
The new by-laws will not affect any rights of a shareholder to request inclusion
of a proposal in the Company's proxy statement pursuant to Securities and
Exchange Commission Rule 14a-8 or to present for action at an annual meeting any
proposal so included. Rule 14a-8 requires that notice of shareholder proposals
requested to be included in the Company's proxy materials pursuant to that Rule
must generally be furnished to the Company not later than 120 days prior to the
anniversary date of the Company's proxy statement for the previous year's annual
meeting. For the 1999 annual meeting, the Rule 14a-8 notice deadline is June 20,
1999.
The Company also amended section 2.01 to Article Two of the By-Laws to delete a
phrase that was inconsistent with the provisions of the Company's restated
Certificate of Incorporation.
Item 6: Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
3.8 Amendment to By-laws of the Company adopted on November 19, 1998, filed
as Exhibit 3.8 to this quarterly report.
10.37 First Amendment to the Credit Agreement by and among RESPIRONICS, INC. as
the Borrower, THE BANKS PARTY HERETO, as the Lenders hereunder, PNC
BANK, NATIONAL ASSOCIATION as the Issuing bank, PNC BANK, NATIONAL
ASSOCIATION as the Administrative Agent and the Syndication Agent and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as the
Documentation Agent, dated as of May 8, 1998, filed as Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
10.38 Second Amendment to the Credit Agreement by and among RESPIRONICS, INC.
as the Borrower, THE BANKS PARTY HERETO, as the Lenders hereunder, PNC
BANK, NATIONAL ASSOCIATION as the Issuing bank, PNC BANK, NATIONAL
ASSOCIATION as the Administrative Agent and the Syndication Agent and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as the
Documentation Agent, dated as of May 8, 1998, filed as Exhibit 10.1 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
(b) Reports on Form 8-K
Not applicable
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.
RESPIRONICS, INC.
Date: February 12, 1999 /s/ Daniel J. Bevevino
___________________ ________________________
Daniel J. Bevevino
Vice President, and Chief
Financial and Principal Accounting
Officer
Signing on behalf of the registrant
and as Chief Financial and
Accounting Officer