e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2007
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-27598
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77-0210467 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1212 Terra Bella Avenue
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 940-4700
(Registrants telephone number, including area code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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Item 3.01. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
On May 16, 2007, IRIDEX Corporation (Iridex or the Company) received a written Staff
Determination notice from the Nasdaq Stock Market, stating that Iridex is not in compliance with
Nasdaq Marketplace Rule 4310(c)(14). This notice was received because the Company has not filed
its Quarterly Report on Form 10-Q for the period ended March 31, 2007 (the 1st Quarter Form
10-Q). The Company issued a press release on May 18, 2007 disclosing its receipt of this Nasdaq
Staff Determination notice. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The Nasdaq Staff Determination notice indicated that the Companys securities will be delisted from
the Nasdaq Global Market unless Iridex requests a hearing before a Nasdaq Listing Qualifications
Panel (the Panel). Accordingly, the Company announced on May 21, 2007 that it will request a
hearing before the Panel to review the Nasdaq Staff Determination notice. Pending a decision by
the Panel, Iridexs common stock will remain listed on the NASDAQ Stock Market. However, there can
be no assurance that the Panel will grant the Companys request for continued listing.
As previously announced the Company is still working to obtain financial information related to the
Companys acquisition of the aesthetics business of Laserscope, a California corporation, a wholly
owned subsidiary of American Medical Systems, Inc., a Delaware corporation, which was completed on
January 16, 2007. The information is necessary to allow the Company to properly account for the
acquisition and to make the appropriate financial statement disclosures, including providing pro
forma financial information. The Company previously disclosed in its filing on Form 12b-25 dated
May 16, 2007, that it would not be able to file its 1st Quarter Form 10-Q until it obtains and
processes this information. The Company will make every effort to file its 1st Quarter Form 10-Q
as soon as practicable after it receives the necessary information.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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99.1
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Press release dated May 18, 2007. |
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.
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IRIDEX CORPORATION
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By: |
/s/ Meryl Rains
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Meryl Rains |
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Vice President and Chief Financial Officer |
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Date: May 18, 2007
Exhibit Index
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99.1
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Press release dated May 18, 2007. |
exv99w1
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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Contact:
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Meryl Rains |
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Chief Financial Officer |
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650 940-4700 |
May 18, 2006
Mountain View, California
IRIDEX CORPORATION TO REQUEST NASDAQ HEARING REGARDING STOCK LISTING
Company Receives Routine Notification after Missing 10-Q Filing Date
IRIDEX Corporation (NASDAQ: IRIX) today reported that it plans to request a hearing before the
NASDAQ Listing Qualifications Panel following the receipt of the expected NASDAQ Staff
Determination notice stating that the Company is not in compliance with Nasdaq Marketplace Rule
4310(c)(14). This notice was received because the Company was not timely in filing its Quarterly
Report on Form 10-Q for the period ended March 31, 2007, (the Quarterly Report on Form 10-Q).
The required Nasdaq Staff Determination notice indicated that the Companys securities will be
delisted from the Nasdaq Global Market unless IRIDEX requests a hearing before a Nasdaq Listing
Qualifications Panel (the Panel). Accordingly, the Company is announcing today that it is
requesting such hearing before the Panel to review the Nasdaq Staff Determination notice. Pending
a decision by the Panel, IRIDEXs common stock will remain listed on the NASDAQ Stock Market.
However, there can be no assurance that the Panel will grant the Companys request for continued
listing.
As previously announced the Company is still obtaining financial information related to the
Companys acquisition of the aesthetics business of Laserscope, a California corporation, a wholly
owned subsidiary of American Medical Systems, Inc., a Delaware corporation, which was completed on
January 16, 2007. The information is necessary to allow the Company to properly account for the
acquisition and to make the appropriate financial statement disclosures, including providing pro
forma financial information. The Company previously disclosed in its filing on Form 12b-25 dated
May 16, 2007, that it would unable to file its Quarterly Report on Form 10-Q until it obtains and
processes this information. The Company will make every effort to file its Quarterly Report on
Form 10-Q as soon as practicable after it receives the necessary information.
About IRIDEX
IRIDEX Corporation is a leading worldwide provider of therapeutic based laser systems, disposable
laser probes and delivery devices to treat eye diseases in ophthalmology and skin diseases in
dermatology markets (also referred to as aesthetics). IRIDEX products are sold in the United States
through a direct sales force and internationally through a network of 77 independent distributors
into 107 countries. For further information, visit the Companys website at www.iridex.com.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Act of 1934, as amended,
relating to the Companys plans to request a hearing before a Nasdaq Listing Qualifications Panel,
whether the Nasdaq Listing Qualifications Panel will grant the Companys request for continued
listing, the Audit Committees review and analysis, and the filing of our Quarterly Report on Form
10-Q. Such forward-looking statements are based on current expectations, estimates and projections,
managements beliefs, and certain assumptions made by the Companys management, and there can be no
assurance concerning the outcome of the hearing request, the Audit Committees review and analysis
or the filing of our Quarterly Report on Form 10-Q. Actual results may differ materially.
Additional risks and uncertainties to which the Company is
subject may include, but may not necessarily be limited to, the amount of orders that the Company
receives and ships, dependence on international sales and the Companys network of independent
distributors, the risks associated with bringing new products to market, and the results of
clinical trials and competition in our markets, as well as the risks associated with a competitive
market for management talent and the risks inherent with identifying, negotiating and integrating
strategic acquisitions of complementary businesses, products or technologies. Please see a detailed
description of these risks contained in our Quarterly Reports on Form 10-Q and Annual Report on
Form 10-K for the fiscal year ended December 30, 2006 filed with the Securities and Exchange
Commission. Forward-looking statements contained in this announcement are made as of this date and
will not be updated.
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