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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): January 29, 2020

 

 

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York 0-16093 16-0977505
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)

 

525 French Road

Utica, New York 13502

(Address of principal executive offices, including zip code)

 

 

(315) 797-8375

(Registrant's telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value CNMD NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On January 29, 2020, CONMED Corporation issued a press release announcing financial results for the fourth quarter ended December 31, 2019. A copy of this press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 

 

(d) On January 29, 2020, CONMED Corporation. (the “Company”), acting pursuant to authorization from its Board of Directors (the “Board”), provided written notice to the NASDAQ Global Select Market (“NASDAQ”) that the Company intends to transfer the principal listing of the Company’s common shares, par value $0.01 per share (“Common Shares”), from NASDAQ to the New York Stock Exchange (“NYSE”), where it has been authorized for listing. The notice stated that the Company expects to voluntarily withdraw the listing and trading of the Common Shares from NASDAQ effective as of the close of trading on February 7, 2020 and to commence trading on the NYSE the following business day, February 10, 2020. The Common Shares will continue to trade on the NYSE under the current ticker symbol “CNMD.”

 

A copy of the press release issued by the Company on January 29, 2020 in connection with the transfer of its listing is attached hereto as Exhibit 99.2.

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are included herewith:

 

  Exhibit No. Description of Exhibit
     
  99.1 Press Release dated January 29, 2020, issued by CONMED Corporation.
     
  99.2 Press Release dated January 29, 2020, issued by CONMED Corporation.
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

Signature

 

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.

 

 

Date:     January 29, 2020   CONMED CORPORATION
    (Registrant)
     
     
  By: /s/  Todd W. Garner
  Name: Todd W. Garner
  Title: Executive Vice President-
       Chief Financial Officer

 

 

 

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