SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------- Date of Report Date of earliest event reported July 17, 2001 May 4, 2001 CARDIOTECH INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 000-28034 (Commission File Number) Massachusetts 04-3186647 (State or other (IRS Employer jurisdiction of Identification No.) incorporation) 78E Olympia Avenue Woburn, MA 01801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 933-4772 The purpose of this report is to amend the CardioTech International, Inc. Current Report on Form 8-K dated May 18, 2001 relative to the acquisition of CMED Catheter and Disposables Technology, Inc. ("CDT"). Included in this amendment are Item 2, financial statements of business acquired (Item 7(a)) and pro forma financial information (Item 7(b)). Item 2. Acquisition or Disposition of Assets On May 4, 2001, CardioTech International, Inc., a Massachusetts corporation ("Cardiotech"), completed the acquisition of all the shares of CMED Catheter and Disposables Technology, Inc., a Minnesota corporation ("CDT"), from Colorado Medtech, Inc., a Colorado corporation ("Medtech") pursuant to an Acquisition Agreement dated as of April 30, 2001, by and among Cardiotech, CDT and Medtech. CDT is an original equipment manufacturer; supplier of specialized disposable medical devices to medical device companies from concept to finished packaged, sterile product; and uses its experience in the design, development, prototyping and manufacturing to provide turnkey contract services. CDT's facility is ISO 9001 and EN 46001 certified and includes a "Class 10,000" clean room. The consideration paid by Cardiotech to Medtech was $1,300,000 in a cash payment, $130,000 of which was placed into escrow pursuant to the terms of the agreement. The cash consideration used in the purchase came from Cardiotech's working capital. In connection with the transaction, Cardiotech acquired net assets of CDT having a book value of approximately $375,000. Additionally, the Company incurred transaction costs of approximately $130,000. The acquisition will be accounted for in accordance with the purchase method of accounting. Accordingly the Company will allocate the excess purchase price over net assets acquired at their fair market value to identifiable intangible assets and goodwill. Operations of CDT will be included in CardioTech's operations from the date of the acquisition. The description contained herein of the transaction is qualified in its entirety by reference to the Acquisition Agreement (Exhibit 2.1), and a copy of CardioTech's press release announcing the purchase (Exhibit 99.1), copies of which were previously filed in CardioTech's Current Report on Form 8-K dated May 18, 2001, and are incorporated herein by reference. 1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of business acquired. TABLE OF CONTENTS Page ---- Independent Auditor's Report 3. Balance Sheet as of March 31, 2001 4. Statement of Operations for the 12 Months Ended March 31, 2001 5. Statement of Parent Company's Investment and Other Comprehensive Loss for the 12 Months Ended March 31, 2001 6. Statement of Cash Flows for the 12 Months Ended March 31, 2001 7. Notes to Financial Statements 8. 2. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To CMED Catheter and Disposables Technology, Inc.: We have audited the accompanying balance sheet of CMED Catheter and Disposables Technology, Inc. (the Company) (a Minnesota corporation and wholly owned subsidiary of Colorado Medtech, Inc.) as of March 31, 2001 and the related statement of operations, parent company's investment and other comprehensive loss and cash flows for the 12 months ended March 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMED Catheter and Disposables Technology, Inc. as of March 31, 2001 and the results of its operations and its cash flows for the 12 months ended March 31, 2001 in conformity with accounting principles generally accepted in the United States. /s/ Arthur Andersen LLP Boston, Massachusetts July 6, 2001 3. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) Balance Sheet as of March 31, 2001 ASSETS Current Assets: Cash and cash equivalents $ 95,020 Accounts receivable, net of allowance of approximately $40,000 661,706 Inventory 67,915 Prepaid expenses and other current assets 757 --------- Total current assets 825,398 --------- Property and Equipment, at cost: Manufacturing and office equipment 231,539 Computer equipment 128,020 Leasehold improvements 38,019 --------- 397,578 Less-Accumulated depreciation and amortization 312,083 --------- 85,495 --------- Investments 33,750 --------- $944,643 ========= LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 58,213 Accrued expenses 173,308 Customer deposits 199,187 --------- Total current liabilities 430,708 --------- Commitments and Contingencies (Note 4) Equity: Parent company investment 523,935 Accumulated other comprehensive loss (10,000) --------- 513,935 --------- Total liabilities and equity $944,643 ========= The accompanying notes are an integral part of these financial statements. 4. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) Statement of Operations for the 12 Months Ended March 31, 2001 Revenues $ 2,391,691 Cost of Revenues 1,675,940 ------------ Gross Profit 715,751 ------------ Operating Expenses: Selling, general and administrative 595,263 Goodwill impairment 1,321,656 ------------ Total operating expenses 1,916,919 ------------ Loss from operations (1,201,168) Other Income 16,507 ------------ Net Loss Before Income Taxes Benefit (1,184,661) Income Taxes Benefit 450,000 ------------ Net Loss $ (734,661) ============ The accompanying notes are an integral part of these financial statements. 5. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) Statement of Parent Company's Investment and Other Comprehensive Loss for the 12 Months Ended March 31, 2001 NET ACCUMULATED PARENT OTHER COMPANY COMPREHENSIVE TOTAL COMPREHENSIVE INVESTMENT INCOME (LOSS) EQUITY LOSS Balance, March 31, 2000 $ 1,758,736 $ 26,000 $1,784,736 Net activity with parent company (500,140) - (500,140) Unrealized loss on available-for-sale investment, net of applicable taxes - (36,000) (36,000) $ (36,000) Net loss (734,661) - (734,661) (734,661) ------------ --------------- ----------- --------------- Comprehensive loss for the year ended March 31, 2001 $ (770,661) =============== Balance, March 31, 2001 $ 523,935 $ (10,000) $ 513,935 ============ =============== =========== The accompanying notes are an integral part of these financial statements. 6. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) Statement of Cash Flows For the 12 Months Ended March 31, 2001 Cash Flows from Operating Activities: Net loss $ (734,661) Adjustments to reconcile net loss to net cash provided by operating activities- Depreciation and amortization 56,672 Goodwill impairment 1,321,656 Noncash tax effect of unrealized loss on investment 24,630 Changes in current assets and liabilities: Accounts receivable (146,931) Unbilled revenue 64,957 Inventory 43,023 Prepaid expenses and other current assets 10,539 Accounts payable (35,013) Accrued expenses (128,969) Customer deposits 106,437 ----------- Net cash provided by operating activities 582,340 ----------- Cash Flows from Investing Activities: Purchases of property and equipment (22,845) ----------- Cash Flows from Financing Activities: Change in parent company investment (500,140) ----------- Net Increase in Cash and Cash Equivalents 59,355 ----------- Cash and Cash Equivalents, beginning of period 35,665 ----------- Cash and Cash Equivalents, end of period $ 95,020 =========== The accompanying notes are an integral part of these financial statements. 7. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) Notes to Financial Statements March 31, 2001 (1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES CMED Catheter and Disposables Technology, Inc. (CDT or the Company) was incorporated in April 1986. CDT specializes in the custom development and manufacture of unique medical disposable products and the sale of custom equipment for the manufacture of these products. On May 4, 2001, CardioTech International, Inc. (Cardiotech), a Massachusetts corporation, completed the acquisition of all the shares of CDT, from Colorado Medtech, Inc. (CMED), a Colorado corporation, pursuant to an Acquisition Agreement dated as of April 30, 2001, by and among Cardiotech, CDT and CMED. The consideration paid by Cardiotech to CMED was $1,300,000 in a cash payment, $130,000 of which was placed into escrow for a period of 12 months pursuant to the terms of the agreement. In connection with this transaction, Cardiotech acquired certain assets and assumed certain liabilities of CDT. CDT was a wholly owned subsidiary of Colorado Medtech, Inc. (CMED or Parent), a public company. These financial statements have been derived from the consolidated financial statements and accounting records of CMED using the historical results of operations and historical basis of the assets and liabilities of CDT. Management believes the assumptions underlying the financial statements are reasonable. However, the financial statements included herein may not necessarily reflect CDT's results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had CDT been a stand-alone company during the periods presented. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include all accounts that are directly attributable to CDT. Certain of CMED's assets that benefited more than one of its business segments have not been included in the accompanying financial statements. However, an allocation of costs attributable to these assets has been included in the accompanying statement of operations (see Note 3). CMED uses a centralized approach to cash management and the financing of its consolidated operations. Changes in the parent company's investment represent any funding required from CMED for working capital or capital expenditure requirements after giving effect to CDT's transfers of its cash flows from operations to or from CMED along with the recognition of a tax benefit used by the Parent filing taxes on a consolidated basis (see Note 2). The accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes. (a) CASH EQUIVALENTS Cash equivalents are stated at cost, which approximates fair market value, and have maturities of 90 days or less at the date of purchase. (b) INVESTMENTS Investments consist of marketable equity securities, which are classified as available-for-sale and, accordingly, are carried at fair market value with unrealized gains and losses reflected in other comprehensive income (loss). (c) CONCENTRATIONS OF CREDIT RISK, SIGNIFICANT CUSTOMERS AND LIMITED SUPPLIERS The financial instruments that potentially subject CDT to concentrations of credit risk are cash and accounts receivable. CDT has no significant off-balance-sheet concentrations such as foreign 8. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) exchange contracts, options contracts or other foreign hedging arrangements. CDT's cash holdings are held in accredited financial institutions. For the 12 months ended March 31, 2001, three customers, each of which contributed more than 10% of revenues, accounted for an aggregate of 61% of revenues. As of March 31, 2001, two customers accounted for an aggregate of 65% of CDT's accounts receivable balance. (d) INVENTORIES Inventories are stated at the lower of cost (first-in, first out) or market and consist primarily of raw materials at March 31, 2001. (e) DEPRECIATION AND AMORTIZATION CDT provides for depreciation and amortization using the straight-line method and charges to operations amounts estimated to allocate the cost of the assets over their estimated useful lines, as follows: ESTIMATED USEFUL LIFE Manufacturing and office equipment 5 years Computer equipment 3 years Leasehold improvements Life of lease (f) LONG-LIVED ASSETS Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, requires the Company to continually evaluate whether events or circumstances have occurred that indicate that the estimated useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. To compute whether assets have been impaired, the estimated gross cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the gross cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset. During the 12 months ended March 31, 2001, due to the continual operating losses incurred at CDT and the departure of certain key members of CDT management, the Company evaluated the carrying value of its goodwill. The evaluation compared the expected future undiscounted cash flows from CDT to the carrying amount of the goodwill. Based upon this analysis, it was determined that expected future cash flows from CDT were negative; therefore, the entire carrying amount of goodwill was written off as an impairment charge. (g) REVENUE RECOGNITION CDT recognizes revenue for nonproprietary products upon shipment of the related products and recognizes revenues for engineering contract services as work is performed on a time-and-materials basis and contract requirements are met provided there is evidence of an arrangement, the fee is fixed or determinable and collectibility is probable. Unanticipated losses on engineering contracts are provided for, in full, when determinable. Customer deposits represent cash received in advance of revenue recognition. 9. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) (h) ACCUMULATED OTHER COMPREHENSIVE LOSS CDT applies Financial Accounting Standards Board (FASB) SFAS No. 130, Reporting Comprehensive Income, and presents such information in the statement of parent company's investment. The Company's change in unrealized gain (loss) on available-for-sale investment represents the single component of accumulated other comprehensive loss of $10,000 at March 31, 2001. (i) FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of CDT's financial instruments, which include cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate their fair value. (j) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (k) DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information regarding operating segments and establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, CDT has viewed its operations and manages its business as principally one operating segment. 10. CMED CATHETER AND DISPOSABLES TECHNOLOGY, INC. (A Wholly Owned Subsidiary of Colorado Medtech, Inc.) (2) INCOME TAXES CDT provides for income taxes in accordance with the pro-rate method under SFAS No. 109, Accounting for Income Taxes. Income tax provisions (benefit) have been included in the accompanying statement of operations as if CDT had a tax-sharing arrangement with CMED. However, as CDT was included with CMED's consolidated income tax returns, income tax payments and deferred tax items were the responsibility of CMED. Accordingly, tax assets and liabilities attributable to CDT have been included in the parent company investment in the accompanying balance sheet. (3) RELATED PARTY TRANSACTIONS As indicated in Note 1, CDT was a wholly owned subsidiary of CMED; consequently, these financial statements have been derived from the consolidated financial statements and accounting records of CMED and reflect significant assumptions and allocations. The statement of operations includes expenses that are allocated to the Company by the Parent. These expenses include, among other things, support services such as financial, computer, legal, sales, marketing, customer support, accounting and executive management advisory functions, as well as rent and administrative costs. The Company recorded expenses of $66,096 relating to these allocations in the 12 months ended March 31, 2001, which the Company believes represents arm's-length costs and which are included in selling, general and administrative in the accompanying statement of operations. (4) COMMITMENTS & CONTINGENCIES The Company is, from time to time, subject to claims arising in the ordinary course of business. While the outcome cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the consolidated results of operations and financial condition of the Company. 11. (b) Pro forma financial information. TABLE OF CONTENTS Page ---- Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2001 13. Unaudited Pro Forma Condensed Combined Statement of Operations for the 12 Months Ended March 31, 2001 14. Notes to Unaudited Pro Forma Condensed Combined Financial Information 15. The accompanying pro forma condensed combined financial information are prepared to illustrate the estimated effects of CardioTech International, Inc.'s (the "Company" or "CardioTech") acquisition of CMED Catheter and Disposables Technology, Inc. ("CDT"), accounted for under the purchase method of accounting. The pro forma condensed combined balance sheet combines CardioTech's March 31, 2001 consolidated balance sheet with CDT's March 31, 2001 balance sheet and gives effect to the pro forma transactions as if they occurred on March 31, 2001, the last day of the Company's most recently completed fiscal year. The pro forma condensed consolidated statement of operations for the 12 months ended March 31, 2001 combines CardioTech's and CDT's historical results for the respective period and gives effect to the pro forma transactions as if they occurred on April 1, 2000. Based on the timing of the closing of the transaction, the finalization of the integration plans and other factors, the final purchase adjustments may differ materially from those presented in the pro forma condensed combined financial information. A final appraisal of the intangibles will be performed as of the closing date and the allocation adjusted accordingly. The effect of these adjustments on the results of operations will depend on the nature and amount of the assets or liabilities adjusted. The unaudited pro forma condensed combined financial information does not purport to represent what the consolidated financial position or results of operations actually would have been if the acquisition, in fact, had occurred on March 31, 2001 or on April 1, 2000 or to project the consolidated financial position or results of operations as of any future date or any future period. CardioTech is developing plans for integration of CDT and has not determined if there will be any cost savings. This information should be read in conjunction with historical consolidated financial statements of CardioTech and CDT, including the related notes and other financial information. 12. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET MARCH 31, 2001 HISTORICAL ----------------------- PRO FORMA CARDIOTECH CDT ADJUSTMENTS PRO FORMA (1) (2) (3) COMBINED ------------ --------- ------------- ------------ ASSETS Current Assets: Cash and cash equivalents $ 5,110,000 $ 95,000 $ (1,430,000) (B) (C) $ 3,775,000 Accounts receivable 152,000 662,000 - 814,000 Inventory 74,000 68,000 - 142,000 Other current assets 63,000 1,000 - 64,000 ------------ --------- ------------- ------------ Total current assets 5,399,000 826,000 (1,430,000) 4,795,000 Property and equipment, net 330,000 85,000 - 415,000 Cash in escrow 712,000 - - 712,000 Other non-current assets, net 810,000 34,000 - 844,000 Acquired intangibles - - 916,000 (A) 916,000 ------------ --------- ------------- ------------ Total Assets $ 7,251,000 $945,000 $ (514,000) $ 7,682,000 ============ ========= ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 382,000 $ 58,000 $ - $ 440,000 Accrued expenses 345,000 174,000 - 519,000 Deferred revenues 92,000 199,000 - 291,000 ------------ --------- ------------- ------------ Total Current Liabilities 819,000 431,000 - 1,250,000 Long-term obligations 378,000 - - 378,000 ------------ --------- ------------- ------------ Total Liabilities 1,197,000 431,000 - 1,628,000 ------------ --------- ------------- ------------ Stockholders' Equity: Common stock 85,000 - - 85,000 Additional paid-in capital 14,680,000 - - 14,680,000 Net parent company investment - 524,000 (524,000) (D) - Accumulated deficit (8,226,000) - - (8,226,000) Accumulated other comprehensive loss - (10,000) 10,000 (D) - Notes receivable from officers and consultants (445,000) - - (445,000) ------------ --------- ------------- ------------ 6,094,000 514,000 (514,000) 6,094,000 Less: Treasury stock, at cost (40,000) (40,000) ------------ --------- ------------- ------------ 6,054,000 514,000 (514,000) 6,054,000 ------------ --------- ------------- ------------ Total Liabilities and Stockholders' Equity $ 7,251,000 $945,000 $ (514,000) $ 7,682,000 ============ ========= ============= ============ 13. UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE 12 MONTHS ENDED MARCH 31, 2001 HISTORICAL -------------------------- CARDIOTECH CDT PRO FORMA PRO FORMA (1) (2) ADJUSTMENTS COMBINED ------------ ------------ ------------- ------------ Total Revenues $ 1,543,000 $ 2,392,000 $ - $ 3,935,000 ------------ ------------ ------------- ------------ Expenses: Cost of revenues 914,000 1,676,000 - 2,590,000 Research and development 410,000 - - 410,000 Selling, general and administrative 1,736,000 595,000 - 2,331,000 Goodwill impairment - 1,322,000 (1,322,000) (E) - Amortization of acquired intangibles - - 183,000 (E) 183,000 ------------ ------------ ------------- ------------ 3,060,000 3,593,000 (1,139,000) 5,514,000 ------------ ------------ ------------- ------------ Loss from operations (1,517,000) (1,201,000) 1,139,000) (1,579,000) Other income 7,222,000 16,000 - 7,238,000 ------------ ------------ ------------- ------------ Net income (loss) before benefit for income taxes 5,705,000 (1,185,000) 1,139,000 5,659,000 Income taxes benefit - 450,000 (450,000) (F) - ------------ ------------ ------------- ------------ Net income (loss) $ 5,705,000 $ (735,000) $ 689,000 $ 5,659,000 ============ ============ ============= ============ Net income (loss) per share: Basic $ 0.67 ============ Diluted $ 0.60 ============ Shares used in computing net income (loss) per share: Basic 8,424,374 ============ Diluted 9,393,742 ============ 14. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The unaudited pro forma condensed combined statements of operations for the 12 months ended March 31, 2001 give effect to the acquisition as if the transaction had occurred at the beginning of the period presented. The unaudited pro forma condensed combined balance sheet of March 31, 2001 gives effect to the acquisition as if it had occurred on March 31, 2001. The unaudited pro forma condensed combined financial information is based upon a preliminary calculation of the purchase price and a preliminary purchase price. The unaudited information will change based upon the actual closing. Below is a table of the estimated purchase price: Total ---------- Estimated purchase price: Cash paid $1,300,000 Estimated acquisition-related fees and expenses 130,000 ---------- Total estimated purchase price $1,430,000 ========== Below is a table of the preliminary purchase price allocation: Total ---------- Estimated purchase price allocation: Net tangible assets acquired $ 514,000 Acquired intangibles 916,000 ---------- Total estimated purchase price allocation $1,430,000 ========== NOTE 2. PRO FORMA ADJUSTMENTS Adjustments to record the purchase of CDT on the March 31, 2001 unaudited pro forma condensed combined balance sheet are as follows: (A) To record acquired intangibles of $916,000. (B) To record payment of acquirsition related expenses of $130,000. (C) To record cash paid at acquisition of $1,300,000. (D) To eliminate equity accounts of CDT. Adjustments to record amortization of acquired intangibles in the unaudited pro forma condensed combined statement of operations for the 12 months ended March 31, 2001: (E) Elimination of previous goodwill and related amortization and amortization of acquired intangibles as a result of this transaction of $183,000. (F) Elimination of CDT Income tax benefit. 15. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, CardioTech International, Inc. has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Date: July 17, 2001 CARDIOTECH INTERNATIONAL, INC. By: /s/ Michael Szycher -------------------------- Michael Szycher, Ph.D. Chief Executive Officer 16.