UNITED
STATES
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 (Date of earliest event reported): October 31, 2005
ANIMAS CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-50674
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23-2860912 |
| (State or other jurisdiction of
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(Commission File
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(I.R.S. Employer |
| incorporation)
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Number)
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Identification No.) |
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| 200 LAWRENCE DRIVE, WEST CHESTER, PA
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19380 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (610) 644-8990
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02
Results of Operations and Financial Condition.
On October 31, 2005, Animas Corporation (the “Company”) issued a press release announcing its
results of operations for the fiscal quarter ended September 30, 2005. In the release, the Company
also provided guidance as to its future performance. A copy of that release is being furnished to
the Securities and Exchange Commission (“SEC”) as Exhibit 99.1 to this form.
On October 31, 2005, the Company also held a conference call and simultaneous webcast in which a
presentation was made regarding its financial results for the fiscal quarter ended September 30,
2005. On the conference call, the Company again provided guidance as to its future performance. A
copy of the transcript of the conference call and subsequent question and answer session is being
furnished to the SEC as Exhibit 99.2 to this form.
The press release and conference call transcript include “non-GAAP financial measures” within the
meaning of the SEC’s Regulation G. With respect to such non-GAAP financial measures, the Company
has disclosed in each of the press release and conference call, respectively, the most directly
comparable financial measure calculated and presented in accordance with generally accepted
accounting principles (“GAAP”) and has provided a reconciliation of such non-GAAP financial measure
to the most directly comparable GAAP financial measure.
In the Company’s results of operations for the three and nine months ended September 30, 2005 and
2004, the Company presented non-GAAP financial measures that eliminated the effect of the
recognition of net revenues relating to the Company’s pump upgrade program, the write-off of
purchased in-process research and development and certain inventory and warranty reserves. The
Company’s management believes that presentation of these non-GAAP financial measures provides
useful information to investors regarding the Company’s results of operations because it presents a
more realistic comparison of the demand for its products and its core operating results in the
three and nine months ended September 30, 2005 to that of the same period in the prior year.
A copy of the press release and conference call transcript that are attached as exhibits hereto are
incorporated by reference into this Item 2.02. The disclosure in this Current Report, including in
the Exhibits attached hereto, of any financial information shall not constitute an admission that
such information is material.
The information in this Current Report is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The information in the Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the Securities Act of 1933,
as amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following press release and conference call presentation transcript are included as exhibits
to this report furnished under Item 2.02:
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| Exhibit No. |
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Description |
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99.1
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Press Release, dated as of October 31, 2005
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99.2
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October 31, 2005 Conference Call Presentation Transcript |
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