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 25, 2004
STERIS Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 0-20165 | 34-1482024 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5960 Heisley Road, Mentor, Ohio | 44060-1834 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (440) 354-2600
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 25, 2004, the Board of Directors of STERIS Corporation (“STERIS”) elected a new director, Michael B. Wood, M.D. The election of Dr. Wood increases the size of the Board from 9 to 10. Dr. Wood was appointed to serve on the Compliance Committee. Dr. Wood will stand for election at the 2005 annual meeting.
A press release announcing the election of Dr. Wood was issued on October 26, 2004. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Current Report as if fully set forth herein.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by STERIS on October 26, 2004 relating to the election of Dr. Michael B. Wood to the Board of Directors |
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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 hereunto duly authorized.
| STERIS CORPORATION | ||
| By: |
/s/ Mark D. McGinley | |
| Mark D. McGinley Vice President, General Counsel and Secretary | ||
Dated: October 26, 2004
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EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press release issued by STERIS on October 26, 2004 |
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Exhibit 99.1
STERIS CORPORATION
NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
STERIS ANNOUNCES ELECTION OF
MICHAEL B. WOOD, M.D. TO BOARD OF DIRECTORS
Mentor, Ohio (October 26, 2004) - STERIS Corporation (NYSE: STE) today announced that Michael B. Wood, M.D. has been elected to the Company’s Board of Directors. With the addition of Dr. Wood, the STERIS Board now consists of ten members.
Dr. Wood currently serves as a staff orthopedic surgeon at Luther-Midelfort Clinic in Eau Claire, Wisconsin. During his career, Dr. Wood has had roles of increasing responsibility within the Mayo Foundation, culminating in his appointment as president and chief executive officer. Most recently, he served the Foundation as president emeritus until early 2004. Mayo Foundation is a charitable, not-for-profit organization based in Rochester, Minnesota, and is the parent corporate entity of the Mayo Clinics in Minnesota, Florida and Arizona.
“We are pleased to have Dr. Wood join the STERIS Board of Directors,” said Les C. Vinney, STERIS’s President and Chief Executive Officer. “Michael brings a wealth of healthcare industry experience from his years with the Mayo Foundation and as an orthopedic surgeon. His experience and unique background make him an excellent person to help STERIS achieve its long term growth objectives. We look forward to working with him and drawing upon his expertise.”
Dr. Wood earned a bachelor’s degree from Franklin & Marshall College, a master’s degree from the University of Minnesota, and a doctor of medicine from McGill University in Montreal, Canada. He is also a member of the board of directors for two private companies, VisionShare, Inc. and A.T.G.I. Group.
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STERIS Corporation
News Announcement
October 26, 2004
Page 2
About STERIS
The mission of STERIS Corporation is to provide a healthier today and safer tomorrow through knowledgeable people and innovative infection prevention, decontamination and health science technologies, products and services. The Company’s more than 5,000 dedicated employees around the world work together to supply a broad array of solutions by offering a combination of equipment, consumables and services to healthcare, pharmaceutical, industrial and government customers. The Company is listed on the New York Stock Exchange under the symbol STE. For more information, visit www.steris.com.
Contact: Aidan Gormley, Senior Director, Corporate Communications and Investor Relations at 440-392-7607.
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This news release may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to the Company or its industry that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this report, and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, and changes in government regulations or the application or interpretation thereof. Other risk factors are described in the Company’s Form 10-K and other securities filings. Many of these important factors are outside STERIS’s control. No assurances can be provided as to any future financial results. Unless legally required, the Company does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the potential for increased pressure on pricing that leads to erosion of profit margins, (b) the possibility that market demand will not develop for new technologies, products or applications, or the Company’s business initiatives will take longer, cost more or produce lower benefits than anticipated, (c) the possibility that compliance with laws, court rulings, regulations, or certification requirements of domestic and foreign authorities may delay or prevent new product introductions, affect the production and marketing of existing products, or otherwise affect Company performance, (d) the potential of international unrest or effects of fluctuations in foreign currencies of countries where the Company does a sizeable amount of business, and (e) the possibility of reduced demand, or reductions in the rate of growth in demand, for the Company’s products and services.
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