UNITED STATES
SECURITIES 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): MAY 11, 2006
TUTOGEN MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
FLORIDA 0-16128 59-3100165
State or Other (Commission File Number) (I.R.S. Employer
urisdiction of Identification No.)
ncorporation)
13709 PROGRESS BOULEVARD, BOX 19
ALACHUA, FLORIDA 32615
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (386) 462-0402
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 (SEE General Instruction A.2. below):
|_| 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 16, 2006, Tutogen Medical, Inc. (the "Company") issued a press
release announcing that it is conducting a review of its previously reported
financial statements for the fiscal years ended September 30, 2003, 2004, and
2005, and the 2006 first fiscal quarter ended December 31, 2005, as a result of
an error discovered by management during its second fiscal quarter review in the
accounting of actual costs associated with inventory purchased from its German
subsidiary. Management presented its findings to the Company's Audit Committee
and is continuing to examine the Company's accounting for such transactions. As
a result of the Company's ongoing review, the release of the Company's financial
results for its second fiscal quarter ended March 31, 2006, will be delayed. For
further information, please see Item 4.02(a) below and the text of the press
release, which is attached to this Current Report on Form 8-K as Exhibit 99.1
and incorporated herein by reference.
This information furnished pursuant to this Item of the Current Report
on Form 8-K (including the exhibits hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
ITEM 4.02 NON-RELIANCE ON PREVIOULSY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
(a) The Company announced on May 16, 2006 that the Audit Committee of the
Company's Board of Directors has concluded that the Company will be restating
its previously reported financial statements for its fiscal years ended
September 30, 2003, 2004 and 2005 and the 2006 first fiscal quarter ended
December 31, 2005, as a result of an error discovered by management during its
second fiscal quarter review in the accounting of actual costs associated with
inventory purchased from its German subsidiary. The Audit Committee on May 11,
2006 reached this conclusion after consultation with, and based upon the
recommendation of, the Chief Executive Officer and the Chief Financial Officer,
and review of the pertinent facts that the Company's financial statements for
the fiscal years ended September 30, 2003, 2004, and 2005, and the 2006 first
fiscal quarter ended December 31, 2005, and the independent registered public
accountant's reports, should no longer be relied upon and should be restated to
correct the accounting error.
Based on preliminary information, as a result of the error, inventory
in each of fiscal years 2003, 2004 and 2005 and the 2006 first fiscal quarter
ended December 31, 2006 was overstated by up to $800,000. Additionally, as a
result of selling the intercompany inventory at a higher cost than actual cost,
earnings for the cumulative period from October 1, 2003 to December 31, 2005
were understated by approximately $300,000 to $1,000,000. The accounting error
is not expected to have an adverse effect on the Company's business outlook for
future fiscal periods nor impact the Company's future cash flows from
operations.
The Company has discussed the matters relating to the accounting errors
with Deloitte & Touche LLP, the Company's independent registered public
accounting firm. The Company is currently reviewing its findings with its
present independent public accountants, and intends to file an amended Annual
Report on Form 10-K for the fiscal years ended September 30, 2003, 2004, and
2005, and an amended Quarterly Report on Form 10-Q for the first fiscal quarter
ended December 31, 2005, with the Securities and Exchange Commission (the "SEC")
promptly upon the completion of that review. The Company's financial statements
for the years ended September 30, 2003, 2004, and 2005, and the 2006 first
fiscal quarter ended December 31, 2005, and the independent registered public
accountant's reports, should not be relied upon until these restated financial
statements are filed with the SEC and the restatement information disclosed
therein is fully considered. The estimated restatement amounts disclosed above
are preliminary and subject to adjustment.
Management and the Audit Committee of the Company are evaluating the
impact of the restatements of the previously issued financial statements on the
Company's assessments of the effectiveness of its internal control over
financial reporting as of the applicable periods, including whether a material
weakness existed in the Company's internal control over financial reporting for
those and other periods, and such assessment will be included in the amendments
to the foregoing SEC filings, as appropriate. A material weakness is a control
deficiency, or combination of control deficiencies, that results in more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. Based on the definition
of "material
weakness" in the Public Company Accounting Oversight Board's Auditing Standard
No. 2, An Audit of Internal Control Over Financial Reporting Performed in
Conjunction With an Audit of Financial Statements, restatement of financial
statements in prior filings with the SEC is a strong indicator of the existence
of a "material weakness" in the design or operation of internal control over
financial reporting.
Statements contained in this document that disclose the Company's or
management's intentions, expectations or predictions of the future, including
expected restatement adjustments to previously issued financial statements, and
possible material weaknesses in internal control over financial reporting are
forward-looking statements. The actual amounts and effects of the Company's
restatement adjustments, and the number or type of material weaknesses in
internal control over financial reporting, and the actual dates for its amended
SEC filings, could differ materially from those projected in such
forward-looking statements. A copy of the press release relating to the
foregoing is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On May 16, 2006, the Company announced that Zimmer Holdings, Inc.
("Zimmer") filed an amendment #3 to its Schedule 13D expressing its intention to
initiate discussions with the Company that could possibly include further
investment by Zimmer in securities of the Company or the acquisition of some or
all of the outstanding common stock of the Company. On May 16, 2006, the Company
also announced that it has engaged Lehman Brothers Inc. as its financial adviser
in conjunction with the Schedule 13D filed by Zimmer. A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release dated May 16, 2006.
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.
TUTOGEN MEDICAL, INC.
Dated: May 16, 2006 /S/ GUY L. MAYER
------------------------
Guy L. Mayer
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release dated May 16, 2006.