1
================================================================================
UNITED STATES
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 QUARTER ENDED JUNE 30, 1999
COMMISSION FILE NUMBER 0-20165
STERIS CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-1482024
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5960 HEISLEY ROAD, 440-354-2600
MENTOR, OHIO 44060-1834 (Registrant's telephone number,
(Address of principal executive offices) including area code)
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 Common Shares outstanding as of June 30, 1999: 67,333,468
================================================================================
2
PART I FINANCIAL INFORMATION
STERIS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS) (UNAUDITED)
================================================================================
JUNE 30, MARCH 31,
1999 1999
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 17,640 $ 23,680
Accounts receivable 210,837 230,346
Inventories 121,953 99,279
Current portion of deferred income taxes 21,910 21,910
Prepaid expenses and other assets 15,828 18,182
--------- ---------
TOTAL CURRENT ASSETS 388,168 393,397
Property, plant, and equipment 387,185 372,386
Accumulated depreciation (119,201) (111,105)
--------- ---------
Net property, plant, and equipment 267,984 261,281
Intangibles 280,570 280,750
Accumulated amortization (74,094) (72,499)
--------- ---------
Net intangibles 206,476 208,251
Other assets 3,170 3,067
--------- ---------
TOTAL ASSETS $ 865,798 $ 865,996
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term indebtedness $ 2,200 $ 2,200
Accounts payable 32,812 47,431
Accrued expenses and other 99,387 107,506
--------- ---------
TOTAL CURRENT LIABILITIES 134,399 157,137
Long-term indebtedness 256,475 221,500
Deferred income taxes 2,810 2,810
Other long-term liabilities 48,617 48,612
--------- ---------
TOTAL LIABILITIES 442,301 430,059
Shareholders' equity:
Serial preferred shares, without par value, 3,000 shares authorized; no
shares outstanding
Common Shares, without par value, 300,000 shares authorized; issued and
outstanding shares of 67,333 at June 30, 1999, and 67,956 at
March 31, 1999, excluding 1,145 and 523 treasury shares, respectively 201,593 222,946
Retained earnings 229,198 219,863
Cumulative translation adjustment (7,294) (6,872)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 423,497 435,937
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 865,798 $ 865,996
========= =========
See notes to consolidated condensed financial statements.
2
3
STERIS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
================================================================================
THREE MONTHS ENDED
JUNE 30
-----------------------------
1999 1998
--------- ---------
Net revenues $ 176,813 $ 173,775
Cost of goods and services sold 94,801 92,461
--------- ---------
Gross profit 82,012 81,314
Costs and expenses:
Selling, informational, and administrative 57,651 49,531
Research and development 6,208 6,029
--------- ---------
63,859 55,560
--------- ---------
Income from operations 18,153 25,754
Interest expense (3,493) (2,394)
Interest income and other 396 155
--------- ---------
Income before income taxes 15,056 23,515
Income tax expense 5,721 9,170
--------- ---------
Net income $ 9,335 $ 14,345
========= =========
Net income per share - basic $ 0.14 $ 0.21
========= =========
Net income per share - diluted $ 0.14 $ 0.20
========= =========
See notes to consolidated condensed financial statements.
3
4
STERIS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
================================================================================
THREE MONTHS ENDED
JUNE 30
---------------------------
1999 1998
-------- --------
OPERATING ACTIVITIES
Net income $ 9,335 $ 14,345
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Depreciation and amortization 9,878 7,145
Deferred income taxes 0 55
Other items (614) 48
Changes in operating assets and liabilities:
Accounts receivable 19,509 16,481
Inventories (22,674) (18,801)
Other assets 2,354 (252)
Accounts payable and accruals (22,738) (5,869)
-------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (4,950) 13,152
INVESTING ACTIVITIES
Purchases of property, plant, equipment, and patents (14,290) (11,731)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (14,290) (11,731)
FINANCING ACTIVITIES
Payments on long-term obligations (25) (25)
Borrowing under credit facility 35,000 0
Purchase of treasury shares (28,712) 0
Stock option and other equity transactions 7,359 3,919
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,622 3,894
Effect of exchange rate changes on cash and cash
equivalents (422) (662)
-------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,040) 4,653
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,680 17,172
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,640 $ 21,825
======== ========
See notes to consolidated condensed financial statements.
4
5
STERIS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
PERIODS ENDED JUNE 30, 1999 AND 1998
A. - Reporting Entity
STERIS Corporation (the "Company" or "STERIS") develops, manufactures, and
markets infection prevention, contamination prevention, microbial reduction,
and surgical support systems, products, services, and technologies for
healthcare, scientific, research, food, and industrial Customers throughout
the world. The Company has over 4,700 Associates (employees) worldwide,
including more than 1,900 direct sales, service, field, and Customer support
personnel. Customer Support facilities are located in major global market
centers with production operations in the United States, Australia, Canada,
Germany, Finland, and Sweden. STERIS operates in a single business segment.
B. - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed 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; they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Accordingly, the reader of these financial statements
should refer to the audited consolidated financial statements of STERIS filed
with the Securities and Exchange Commission as part of STERIS's Form 10-K for
the year ended March 31, 1999.
The accompanying consolidated condensed financial statements have been
prepared in accordance with STERIS's customary accounting practices and have
not been audited. Management believes that the financial information included
herein reflects all adjustments necessary for a fair presentation of interim
results and all such adjustments are of a normal and recurring nature. The
interim results reported are not necessarily indicative of the results to be
expected for the fiscal year ending March 31, 2000.
The balance sheet at March 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Intercompany accounts and transactions have
been eliminated upon consolidation.
5
6
STERIS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
C. - EARNINGS PER SHARE
Following is a summary, in thousands, of Common Shares and Common Share
equivalents outstanding used in the calculations of earnings per share:
THREE MONTHS ENDED
JUNE 30
------------------------------
1999 1998
------ ------
Weighted average Common Shares
outstanding - basic 67,501 68,118
Dilutive effect of stock options 1,555 2,564
------ ------
Weighted average Common Shares
and equivalents - diluted 69,056 70,682
====== ======
D. - COMPREHENSIVE INCOME
Comprehensive income amounted to $8,913 and $13,683, net of tax, for the
quarters ended June 30, 1999 and 1998, respectively, a decrease of 34.9%. The
entire difference between net income and comprehensive income for the periods
presented result from changes in the cumulative translation adjustment.
E. - INVENTORIES
Inventories were as follows:
JUNE 30, MARCH 31,
1999 1999
-------- ---------
Raw material $39,771 $36,878
Work in process 22,866 19,585
Finished goods 59,316 42,816
-------- --------
$121,953 $99,279
======== =======
The increase in inventories during the period was due to an increase in costs
to support product sales and anticipated future product sales.
6
7
STERIS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
F. - FINANCING
On January 26, 1999, STERIS entered into a $400,000 Credit Facility. The
Credit Facility includes an unsecured revolver of $250,000 which expires
January 26, 2002. The remaining $150,000 is an unsecured 364 day facility
expiring on January 25, 2000, which can be extended annually for 364 days.
The $400,000 Credit Facility may be used for general corporate purposes and
will bear interest at either KeyBank National Association's prime rate or at
LIBOR plus a margin. The Credit Facility contains customary covenants which
include maintenance of certain financial ratios. At June 30, 1999, the
outstanding borrowings under the existing Credit Facility were $250,000.
The Company has now purchased 3.7 million Common Shares as a part of its
previously announced open market buy-back program, of which 1.54 million
Common Shares were purchased in the latest quarter, at an average per share
price of $18.65.
G. - CONTINGENCIES
There are various pending lawsuits and claims arising out of the conduct of
STERIS's business. In the opinion of management, the ultimate outcome of
these lawsuits and claims will not have a material adverse effect on STERIS's
consolidated financial position or results of operations. STERIS believes it
presently maintains a prudent amount of product liability insurance coverage
and associated deductible levels.
H. - ACQUISITIONS
Early in the second quarter fiscal 2000, the Company acquired the assets of
Quality Sterilization Systems (QSS), a contract sterilization business
located near Minneapolis, Minnesota. QSS primarily provides contract
sterilization services for medical device manufacturers in the upper Midwest.
Also, during the second quarter fiscal 2000, the Company completed the
acquisition of privately held FoodLabs, Inc. FoodLabs, Inc., located in
Manhattan, Kansas, provides analytical, product development, and consulting
services to the food and agricultural industries, with a particular focus on
food safety. These acquisitions will be accounted for as purchase
transactions.
7
8
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors and Shareholders
STERIS Corporation
We have reviewed the accompanying consolidated condensed balance sheet of
STERIS Corporation and subsidiaries as of June 30, 1999, and the related
consolidated condensed statements of income and cash flows for the three
months ended June 30, 1999 and 1998. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which
will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly we
do not express such an opinion.
Based upon our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated condensed financial
statements referred to above for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of STERIS Corporation and
subsidiaries as of March 31, 1999 and the related consolidated statements of
operations, shareholders' equity and cash flows for the year then ended, not
presented herein, and in our report dated April 26, 1999, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying consolidated condensed
balance sheet as of March 31, 1999, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it is
derived.
Ernst & Young LLP
Cleveland, Ohio
July 26, 1999
8
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net revenue increased by 1.7% to $176.8 million in the first quarter fiscal
2000 from $173.8 million in the first quarter fiscal 1999. Health Care Group
revenues in the fiscal first quarter increased 0.3% from the prior year
period to $131.1 million, or 74.2% of total Company revenues. Scientific and
Industrial Group revenues were $45.7 million in the first quarter, an
increase of 6.3% from the prior year period. Revenues from consumables and
services were 58.0% of sales for the quarter, up from 56.4% in last year's
first quarter.
The costs of products and services sold increased by 2.5% to $94.8 million in
the first quarter fiscal 2000 from $92.5 million in the first quarter fiscal
1999. The cost of products and services sold as a percentage of net revenue
was 53.6% for the first quarter fiscal 2000 compared to 53.2% for the same
period in fiscal 1999. The increase in the cost of products and services sold
as a percentage of net revenue in the first quarter fiscal 2000 reflected the
addition of production facilities which were acquired as a result of business
combinations.
Selling, informational, and administrative expenses increased by 16.4% to
$57.7 million in the first quarter fiscal 2000 from $49.5 million in the
first quarter fiscal 1999. The increase in expenses reflected higher selling
expenses as well as the addition of production facilities which were acquired
as a result of business combinations. The expenses as a percentage of net
revenue increased to 32.6% in the first quarter fiscal 2000 from 28.5% in the
first quarter fiscal 1999.
Research and development expenses increased by 3.0% to $6.2 million in the
first quarter fiscal 2000 from $6.0 million in the first quarter fiscal 1999.
Interest expense increased by 45.9% to $3.5 million in the first quarter
fiscal 2000 from $2.4 million in the first quarter fiscal 1999. The increase
was due to the additional borrowing under the Credit Facility principally for
the purchase of acquired companies.
Net income for the first quarter of fiscal 2000 decreased by 34.9% to $9.3
million ($.14 per share) from $14.3 million ($.20 per share) in the same
period fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $17.6 million in cash and cash equivalents as of June 30,
1999, compared to $23.7 million of the same at March 31, 1999. The decrease
was primarily attributable to the purchases of property, plant, and equipment
and repurchase of common shares offset by cash received from borrowings, and
the exercise of stock options.
Accounts receivable decreased by 8.5% to $210.8 million as of June 30, 1999,
compared to $230.3 million at March 31, 1999. The decrease reflected changes
in revenues.
Inventory increased by 22.8% to $122.0 million as of June 30, 1999, compared
to $99.3 million at March 31, 1999. The increase in inventories during the
period was due to an increase in costs to support product sales and
anticipated future product sales.
9
10
Prepaid expenses and other assets decreased by 12.9% to $15.8 million as of
June 30, 1999, compared to $18.2 million at March 31, 1999.
Property, plant, and equipment increased by 4.0% to $387.2 million as of June
30, 1999, compared to $372.4 million at March 31, 1999. The increase was due
to investments in informational technology systems, manufacturing equipment,
and distribution systems.
Intangibles decreased by 0.1% to $280.6 million as of June 30, 1999, compared
to $280.8 million at March 31, 1999.
Current liabilities decreased by 14.5% to $134.4 as of June 30, 1999,
compared to $157.1 million at March 31, 1999.
Long-term indebtedness increased by 15.8% to $256.5 million as of June 30,
1999, compared to $221.5 at March 31, 1999. The increase was due primarily to
fund the purchase of Common Shares.
Other long-term liabilities were constant at $48.6 million as of June 30,
1999 and March 31, 1999.
On January 26, 1999, STERIS entered into a $400 million Credit Facility. The
Credit Facility includes an unsecured revolver of $250 million which expires
January 26, 2002. The remaining $150 million is an unsecured 364 day facility
expiring on January 25, 2000, which can be extended annually for 364 days.
The $400 million Credit Facility may be used for general corporate purposes
and will bear interest at either KeyBank National Association's prime rate or
at LIBOR plus a margin. The Credit Facility contains customary covenants
which include maintenance of certain financial ratios. At June 30, 1999, the
outstanding borrowings under the existing Credit Facility were $250 million.
The Company has no material commitments for capital expenditures. The Company
believes that its cash requirements will increase due to increased sales
requiring more working capital, accelerated research and development, and
potential acquisitions or investments in complementary businesses. However,
the Company believes that its available cash, cash flow from operations, and
sources of credit will be adequate to satisfy its capital needs for the
foreseeable future.
CONTINGENCIES
For a discussion of contingencies, see Note G to the consolidated condensed
financial statements.
SEASONALITY
Historical data indicates that financial results of acquired businesses were
subject to recurring seasonal fluctuations. A number of factors have
contributed to the seasonal patterns, including sales promotion and
compensation programs, Customer buying patterns of capital equipment, and
international business practices. Sales and profitability of certain of the
acquired and consolidated product lines have historically been
disproportionately weighted toward the latter part of each quarter and each
fiscal year. Various changes in business practices resulting from the
integration of acquired businesses into STERIS may alter the historical
patterns of the previously independent businesses.
10
11
YEAR 2000 DATE CONVERSION
An issue affecting STERIS and most other companies is how computer systems
and applications recognize and process date-sensitive information. Some older
computer programs were written using two digits rather than four to define
the applicable year. As a result, those computer programs have time-sensitive
software that recognize a date using "00" as the year 1900 rather than the
year 2000. Without corrective actions, this could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has investigated the impact of the year 2000 issue on its
products and does not anticipate any effect on the performance of its
products. The Company is in the process of assessing and implementing
necessary changes for all areas of the Company's business which could be
impacted; these include such areas as business computer systems, technical
infrastructure, plant floor equipment, building infrastructure, end-user
computing, and suppliers. The Company has initiated a project to prepare its
computer systems for the year 2000 and is addressing the year 2000 issues.
The Company's year 2000 program activities include the identification of
affected hardware and software, the development of a plan for remediating
those systems in the most effective manner, the execution of that plan, which
includes continuous testing, and the monitoring of the program's success.
Although various locations are at differing stages of readiness with respect
to the various focus areas, the identification and plan development phases of
the project are substantially completed. The Company has completed the
majority of the program, although certain applications will be completed
throughout the second half of calendar 1999. Continuous review and testing
are being conducted throughout all phases of the program to help ensure that
compliance is achieved and maintained as the year 2000 approaches.
The Company has implemented year 2000 compliant systems in a number of areas,
including order entry systems. In a number of instances, the Company has
replaced non-compliant systems with newer systems which will significantly
improve functionality as well as appropriately interpret the calendar year
2000 and beyond. Although the timing of these actions may have been
influenced by the year 2000 issue, in virtually all instances they involved
capital expenditures that would have occurred in the normal course of
business. While the Company is implementing a year 2000 vendor compliance
program, the Company has little direct control over whether its suppliers
will make the appropriate modifications to their systems and applications on
a timely basis.
As part of the year 2000 program, contingency plans are being formalized as
the target date for completion approaches. Business disruption scenarios are
currently being identified and appropriate strategies are being evaluated in
the development of these various plans. The Company is in the process of
developing contingency plans (e.g., the selection of alternative suppliers)
to address the potential business disruption scenarios that are being
identified.
Operating expenses include costs incurred in preparing systems and
applications for the year 2000. The Company expects to incur internal staff
costs as well as outside services (including consultants) and other expenses
related to the conversion and testing of the systems and applications. These
costs, which are expensed as incurred, have been immaterial to date. The
11
12
year 2000 costs include internal modification and testing costs as well as
costs associated with supply chain risk assessment and contingency planning.
Based on assessments completed to date and compliance plans in process, the
Company believes that it has an effective program in place to resolve the
year 2000 challenges in a timely manner and the Company does not expect that
the year 2000 issues will have a material effect on its business operations
or results of operations. However, satisfactory completion of the program may
not prevent business disruptions resulting from actions of critical suppliers
and Customers. Such disruptions would impair the Company's ability to obtain
necessary materials for production or sell products to Customers. If such
disruptions occurred, the Company may experience lost or delayed sales and
profits depending on the duration of the disruptions. Key aspects of the
program are addressing potential uncertainties but the Company's ability to
be fully confident of conditions related to third parties is limited.
Currently, the Company cannot reasonably estimate the amount of potential
lost or delayed sales and profits.
EURO
On January 1, 1999, eleven of the fifteen member countries of the European
Monetary Union (EMU) began a three-year transition phase during which a
common currency called the Euro was adopted as their legal currency. The Euro
began trading on currency exchanges and is available for non-cash
transactions. During the transition period, parties may pay for goods and
services using either the Euro or the participating country's legacy currency
on a "no compulsion, no prohibition" basis. The conversion rates between the
existing legacy currencies and the Euro were fixed on January 1, 1999. The
legacy currencies will remain legal tender for cash transactions between
January 1, 1999, and January 1, 2002, at which time all legacy currencies
will be withdrawn from circulation and the new Euro denominated bills and
coins will be used for cash transactions.
The Company has several operations within the eleven participating countries
that will be utilizing the Euro as their local currency in 1999.
Additionally, the Company's operations in other European countries and
elsewhere in the world will be conducting business transactions with
Customers and suppliers that will be denominated in the Euro. Euro
denominated bank accounts have been established to accommodate Euro
transactions. The Company's exposure to changes in foreign exchange rates may
also be reduced as a result of the Euro conversion.
The Company has established plans to review strategic and tactical areas
arising from the Euro conversion. Over the past several periods, these plans
have focused on aspects of the Euro conversion that required adjustment or
compliance by January 1, 1999, and for conducting Euro-denominated business
during 1999. These aspects included transacting business in the Euro, the
competitive impact on product pricing, and adjustments to billing systems to
handle parallel currencies. The Company has determined that these systems
have the capability to handle Euro transactions and is currently in a
position to transact business in Euros. Continuing analysis and development
efforts will help ensure that the implementation of the Euro meets the
timetable and regulations established by the EMU.
Based on current estimates, the Company does not expect the costs incurred to
address the Euro will have a material impact on its financial condition or
results of operations.
12
13
FORWARD-LOOKING INFORMATION
This Form 10-Q contains statements concerning certain trends and other
forward-looking information affecting or relating to the Company and its
industry that are intended to qualify for the protections afforded
"forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. There are many important factors that could cause actual results
to differ materially from those in the forward-looking statements. Many of
these important factors are outside STERIS's control. Changes in market
conditions, including competitive factors and changes in government
regulations, could cause actual results to differ materially from the
Company's expectations. No assurance can be provided as to any future
financial results. Other potentially negative factors that could cause
actual results to differ materially from those in the forward-looking
statements include (a) the possibility that the continuing integration of
acquired businesses will take longer than anticipated, (b) the potential
for increased pressure on pricing that leads to erosion in profit
margins, (c) the possibility that market demand will not develop for new
technologies, products, and applications, (d) the potential effects of
fluctuations in foreign currencies where the Company does a sizable amount of
business, and (e) the possibility of reduced demand, or reductions in the
rate of growth in demand, for the Company's products.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
A discussion of market risk exposures is included in Part II, Item 7a,
"Quantitative and Qualitative Disclosure about Market Risk," of the Company's
1999 Annual Report and Form 10- K. There were no material changes during the
three months ended June 30, 1999.
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Reference is made to Part I, Item 1., Note G of this Report on Form 10-Q,
which is incorporated herein by reference.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The company held its Annual Meeting of Shareholders on July 22, 1999, at 5960
Heisley Road, Mentor, Ohio. At the Annual Meeting, shareholders re-elected
two Class I directors to serve with a term expiring at the Annual Meeting of
Shareholders in 2001. Results of the voting on directors were: Raymond A.
Lancaster 57,002,066 votes for, 911,208 withheld, J. B. Richey 57,006,234
votes for, 907,040 withheld.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NUMBER EXHIBIT DESCRIPTION
10.1 Change of Control Agreement between STERIS
Corporation and Mr. Sanford.
10.2 Form of Change of Control Agreement between
STERIS Corporation and the executive
officers of STERIS Corporation other than
Mr. Sanford
15.1 Letter RE: Unaudited Interim Financial
Information
27.1 Financial Data Schedule
13
14
(b) Reports on Form 8-K
None
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.
STERIS Corporation
(Registrant)
/s/ Les C. Vinney
-------------------------------
Les C. Vinney
Senior Vice President and
Chief Financial Officer
August 16, 1999
/s/ Mark L. Fagerholm
-------------------------------
Mark L. Fagerholm
Vice President Finance
(Principal Financial Officer)
August 16, 1999
14