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) May 4, 2006
STERIS Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 1-14643 | 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 2.02. Results of Operations and Financial Condition.
On May 4, 2006, STERIS issued a press release updating the Company’s anticipated results of operations for the fiscal 2006 fourth quarter. A copy of this press release is attached hereto as Exhibit 99.1.
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by STERIS Corporation on May 4, 2006 regarding revisions to fourth quarter earnings outlook based on higher tax rate. |
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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/ Laurie Brlas | |
| Laurie Brlas Senior Vice President and Chief Financial Officer | ||
Date: May 4, 2006
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EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release issued by STERIS Corporation on May 4, 2006 regarding revisions to fourth quarter earnings outlook based on higher tax rate. |
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Exhibit 99.1
STERIS CORPORATION
NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
STERIS CORPORATION REVISES FOURTH QUARTER EARNINGS
OUTLOOK BASED ON HIGHER TAX RATE
Company also provides further details regarding restructuring expenses
Mentor, Ohio (May 4, 2006) - STERIS Corporation (NYSE: STE) today announced that the Company currently anticipates fiscal 2006 fourth quarter revenue growth of approximately 8% compared with the 5-6% previously announced. Earnings per diluted share for the fiscal 2006 fourth quarter are anticipated to be in the range of $0.10 to $0.11 per diluted share, compared with the $0.16 to $0.18 per diluted share previously announced. The change in expectations is largely as a result of a higher-than-expected effective tax rate.
For the full fiscal year 2006, the tax rate from continuing operations is anticipated to be approximately 42%, resulting in a tax rate for the fourth quarter of approximately 58%. The higher annual effective tax rate, compared with the prior fiscal year, is primarily due to fourth quarter adjustments resulting from ongoing routine IRS audits and the unfavorable impact of losses from international operations.
Fourth quarter earnings estimates include the impact of the previously announced pre-tax restructuring and other costs, which are now anticipated to be $29 million. Of the $29 million, approximately $25 million is primarily non-cash expenses related to the transfer of manufacturing operations from Erie, Pennsylvania to Monterrey, Mexico. These expenses will be reported as a separate restructuring line item on the income statement for the fourth quarter. The balance of the expenses is related to the termination of long-term marketing contracts, and will be reported as part of the Company’s operating expenses.
The Company will issue its fiscal year 2006 fourth quarter and full year earnings release before the market opens on May 10, 2006, followed by a conference call at 10:00 a.m. Eastern time. The conference call can be heard live over the Internet at www.steris-ir.com or via phone by dialing 1-888-392-9976 in the United States and Canada, and 1-517-645-6486 internationally, then referencing the password “STERIS” and the conference leader’s name, “Aidan Gormley.”
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News Announcement
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For those unable to listen to the conference call live, a replay will be available until May 24, 2006, either over the Internet at www.steris-ir.com or via phone by calling 1-800-756-3940 in the United States and Canada, and 1-402-998-0796 internationally.
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.
# # #
This news release and the conference call referenced herein 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 release, 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, completion of the Company’s financial statements for the fourth quarter of fiscal year 2006, 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 or raw material cost 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 application of or compliance with laws, court rulings,
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News Announcement
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regulations, certifications or other requirements or standards may delay or prevent new product introductions, affect the production and marketing of existing products, or otherwise affect Company performance, results, or value, (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.