Edgar Filing: INTERPORE INTERNATIONAL INC /DE/

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------------
FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 0-22958

INTERPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 95-3043318
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

181 Technology Drive, Irvine, California 92618-2402
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (949) 453-3200

Not applicable
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

As of May 9, 2001, there were 14,422,899 shares of the registrant's common
stock issued and outstanding.

Interpore International, Inc.

Index

PART I. FINANCIAL INFORMATION Page(s)
-------
Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of
December 31, 2000 and March 31, 2001 (unaudited).......... 3

Condensed Consolidated Statements of Income (unaudited)
for the three month periods ended March 31, 2000 and
March 31, 2001............................................ 4

Condensed Consolidated Statements of Cash Flows
(unaudited) for the three month periods ended
March 31, 2000 and March 31, 2001......................... 5

Notes to Condensed Consolidated Financial Statements...... 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings......................................... 12

Item 6. Exhibits and Reports on Form 8-K.......................... 12

Interpore International, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)

December 31, March 31,
2000 2001
------------ -----------
(unaudited)

Assets
Current assets:
Cash and cash equivalents.............................................. $14,610 $15,952
Accounts receivable, less allowance for doubtful accounts
of $461 and $491 in 2000 and 2001, respectively....................... 9,536 9,434
Inventories............................................................ 12,485 12,511
Prepaid expenses....................................................... 1,091 1,194
Deferred income taxes.................................................. 2,088 2,088
Other current assets................................................... 102 32
------- -------
Total current assets..................................................... 39,912 41,211
Property, plant and equipment, net....................................... 1,509 1,359
Deferred income taxes.................................................... 1,598 1,598
Intangible assets, net................................................... 2,143 2,120
Other assets............................................................. 71 71
------- -------
Total assets............................................................. $45,233 $46,359
======= =======
Liabilities and stockholders' equity
Current liabilities:
Accounts payable....................................................... 886 1,060
Accrued compensation and related expenses.............................. 1,347 1,256
Accrued royalties...................................................... 372 319
Income taxes payable................................................... 188 494
Other accrued liabilities.............................................. 582 365
------- -------
Total current liabilities................................................ 3,375 3,494
------- -------
Commitments and contingencies
Stockholders' equity:
Series E convertible preferred stock, voting, par value $.01 per share:
Authorized shares - 594,000; issued and outstanding shares - none.... - -
Preferred stock, par value $.01 per share: Authorized shares -
4,406,000; outstanding shares - none................................. - -
Common stock, par value $.01 per share: Authorized shares - 50,000,000;
issued and outstanding shares - 15,026,302 at December 31, 2000 and
15,027,900 at March 31, 2001......................................... 150 150
Additional paid-in-capital............................................. 49,928 49,931
Accumulated deficit.................................................... (5,111) (4,107)
------- -------
44,967 45,974
Less treasury stock, at cost - 605,000 shares at December 31, 2000 and
March 31, 2001 ...................................................... (3,109) (3,109)
------- -------
Total stockholders' equity............................................... 41,858 42,865
------- -------
Total liabilities and stockholders' equity............................... $45,233 $46,359
======= =======

See accompanying notes.

Interpore International, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)

Three months ended March 31,
----------------------------
2000 2001
--------- ----------

Net sales $ 11,443 $ 11,281
Cost of goods sold 3,552 3,362
--------- ----------
Gross profit 7,891 7,919
--------- ----------

Operating expenses:
Research and development 1,187 1,597
Selling and marketing 3,840 4,002
General and administrative 1,123 1,024
--------- ----------
Total operating expenses 6,150 6,623
--------- ----------

Income from operations 1,741 1,296
--------- ----------

Interest income 136 201
Interest expense (76) -
Other income 95 135
--------- ----------
Total interest and other income, net 155 336
--------- ----------

Income before taxes 1,896 1,632
Income tax provision 739 628
--------- ----------
Net income $ 1,157 $ 1,004
========= ==========
Net income per share:
Basic $ .08 $ .07
Diluted $ .08 $ .07

Shares used in computing net income per share:
Basic 13,715 14,424
Diluted 15,040 14,626

See accompanying notes.

Interpore International, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Three months ended March 31,
-------------------------------------
2000 2001
--------------- ---------------

Cash flows from operating activities
Net income $ 1,157 $ 1,004
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 249 239
Changes in operating assets and liabilities:
Accounts receivable (1,435) 102
Inventories 411 (26)
Prepaid expenses (200) (103)
Other assets 7 70
Accounts payable and accrued liabilities (139) 124
--------------- ---------------
Net cash provided by operating activities 50 1,410
--------------- ---------------
Cash flows from investing activities
Sales of short-term investments 1,464 -
Capital expenditures (308) (32)
Expenditures for patent rights and other intangible assets (50) (34)
--------------- ---------------
Net cash provided by (used in) investing activities 1,106 (66)
--------------- ---------------
Cash flows from financing activities
Repayment of long-term debt and capital lease obligations (5) (5)
Proceeds from exercise of stock options 132 3
--------------- ---------------
Net cash provided by (used in) financing activities 127 (2)
--------------- ---------------

Net increase in cash and cash equivalents 1,283 1,342
Cash and cash equivalents at beginning of period 6,315 14,610
--------------- ---------------
Cash and cash equivalents at end of period $ 7,598 $ 15,952
=============== ===============

See accompanying notes.

Interpore International, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2001
(unaudited)

1. Organization and Description of Business

Interpore International, Inc., doing business as Interpore Cross
International ("Interpore Cross"), operates in one business segment: the design,
manufacture and marketing of medical devices for the orthopedic marketplace.
The products are distributed in the United States and internationally.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to Securities and Exchange Commission regulations. In
the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the consolidated financial position at
March 31, 2001 and the consolidated results of operations and cash flows for the
three month periods ended March 31, 2000 and 2001.

The accompanying condensed consolidated financial statements include the
accounts of Interpore Cross and its subsidiaries after elimination of all
significant intercompany transactions.

The results of operations and cash flows for the three months ended March
31, 2001 are not necessarily indicative of results to be expected for future
quarters or the full year.

These consolidated financial statements should be read in conjunction with
the financial statements included in Interpore Cross' Annual Report on Form 10-K
for the year ended December 31, 2000, as filed with the Securities and Exchange
Commission.

3. Per Share Information

Basic earnings per share is calculated by dividing net earnings by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the assumed conversion of all dilutive securities,
consisting of employee stock options, convertible securities and warrants. The
following table presents the computation of net income per share (in thousands,
except per share data):

Three months ended March 31,
-----------------------------
2000 2001
--------- ----------

Net income used in the calculation of basic earnings per share $ 1,157 $ 1,004
Interest on Convertible Subordinated Debentures(2) (1) -
--------- ----------
Net income used in calculation of diluted earnings per share $ 1,157 $ 1,004
========= ==========

Shares used in computing net income per share - basic:
Weighted average common shares outstanding 13,715 14,424

Effect of dilutive securities:
Weighted average convertible preferred stock(2) 19 -
Shares issuable pursuant to stock option plans 1,306 202
Shares issuable under the Convertible Subordinated
Debentures(2) (1) -
--------- ----------
Shares used in computing net income per share - diluted 15,040 14,626
========= ==========

Net income per share - basic $ .08 $ .07
Net income per share - diluted $ .08 $ .07

(1) Shares issuable from the convertible subordinated debentures were excluded
from the calculation of diluted earnings per share for the quarter ended March
31, 2000 since their effect would have been anti-dilutive.

(2) On March 1, 2000, all of the outstanding Series E Preferred Stock converted
into common stock. As of August 1, 2000, all of the Convertible Subordinated
Debentures had either been redeemed or converted into common stock.

4. Inventories

Inventories are stated at the lower of first-in, first-out average cost or
market. Inventories are comprised of the following (in thousands):

December 31, March 31,
2000 2001
------------ ---------

Raw materials $ 1,202 $ 1,184
Work-in-process 575 537
Finished goods 10,708 10,790
------------ ---------
$12,485 $12,511
============ =========

5. Contingencies

On September 5, 2000, our wholly-owned subsidiary, Cross, filed suit in the
U.S. District Court, Central District of California, against DePuy AcroMed,
Inc., a Johnson & Johnson company and Biedermann Motech GmbH, which alleges that
DePuy AcroMed has infringed and continues to infringe Cross' U.S. Patent Nos.
5,466,237 and 5,474,555. These patents relate to the VLS(TM) or Variable
Locking Screw technology embodied in certain components of our Synergy(TM)
Spinal System. The Complaint seeks damages for willful past and continuing
infringement of the patents. The Complaint also seeks a declaratory judgment
against DePuy AcroMed and Biedermann Motech that Cross is not infringing
Biedermann Motech's patent no. 5,207,678. DePuy AcroMed has responded to the
Complaint alleging that Cross' patents are invalid and unenforceable, and
alleging that it does not infringe.

Aside from the patent litigation, the nature of our business subjects us to
product liability and various other legal proceedings from time to time. We are
currently involved in legal proceedings incidental to the normal conduct of our
business. We do not believe that any liabilities relating to the legal
proceedings to which we are a party are likely to be, individually or in the
aggregate, material to our consolidated financial condition or results of
operations.

6. Comprehensive Income

Total comprehensive income represents the net change in stockholders'
equity during a period from sources other than transactions with stockholders
and as such, includes net income. The components of comprehensive income, net
of related tax, are as follows (in thousands):

Three months ended March 31,
-----------------------------
2000 2001
--------- ----------

Net income $1,157 $1,004
Unrealized loss on short-term investments (1) -
--------- ----------
Comprehensive income $1,156 $1,004
========= ==========

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Financial Overview

Our revenues are generated from the sale of products in two principal
product categories--spinal implant products and orthobiologic products. Our
spinal implant products consist of titanium or stainless steel hooks, rods,
plates, spacers and screws and related instruments required for the surgeon to
assemble a construct which restores the natural anatomy of the spine, keeping it
immobilized while a bone graft eventually fuses the vertebrae. Our orthobiologic
products consist of synthetic bone graft substitute materials and products used
to derive Autologous Growth Factors(TM) (AGF)(TM). AGF fibringen-rich extract is
used to provide faster, more complete bone growth and enhance the performance of
our bone graft products.

All of our operations are located in the United States, however, we sell our
products to customers both within and outside the United States. Within the
United States, we distribute our products primarily through independent agents.
These independent agents provide a delivery and consultative service to our
surgeon and hospital customers and receive commissions based on sales in their
territories. The commissions are reflected in our income statement within
selling and marketing expense.

For our spinal implant products, we invoice hospitals directly following a
surgical procedure in which our products are used. Our spinal implant products
are made available to hospitals from consignment inventories maintained by our
larger independent agents, or from loaner implant sets that we ship from our
facility. For our orthobiologic products, we generally ship directly to
hospitals from our facility, and we invoice hospitals upon shipment.

Outside the United States, we sell our products directly to distributors who
maintain an inventory of our products. We record revenue at the time of
shipment to the distributor at prices generally ranging from 40% to 70% of our
U.S. list prices. The distributors service the surgeons and hospitals, deliver
products and invoice hospitals directly at prices determined by the
distributors.

Because our revenues from U.S. hospitals are primarily at list price, and
our revenues from international distributors are at a discount to U.S. list
prices, our overall gross margin is subject to fluctuation based on our domestic
versus international sales mix, with domestic gross margins being somewhat
higher than international gross margins. Additionally, the mix between spinal
implant sales and orthobiologic sales also affects our gross margins, with
higher margins in orthobiologics.

Results of Operations

The following table presents our results of operations as percentages:

Percentage of net sales Percentage
Three months ended March 31, change
---------------------------- -------------
2000 2001 2001 vs. 2000
------------ ------------ -------------

Net sales 100.0% 100.0% (1.4%)
Cost of goods sold 31.0 29.8 (5.4)
------------ ------------ -------------
Gross profit 69.0 70.2 .4
------------ ------------ -------------
Operating expenses:
Research and development 10.4 14.1 34.5
Selling and marketing 33.6 35.5 4.2
General and administrative 9.8 9.1 (8.8)
------------ ------------ -------------
Total operating expenses 53.8 58.7 7.7
------------ ------------ -------------
Income from operations 15.2% 11.5% (25.6%)
============ ============ =============

For the quarter ended March 31, 2001, sales of $11.3 million were $162,000
or 1.4% lower than net sales of $11.4 million for the same period of 2000.

Three months ended March 31, Change
------------------------------ --------------------------------
2000 2001 Amount %
------------- ------------- -------------- -------------

Spinal implant product sales..... $ 6,494 $ 6,137 $(357) (5.5%)
Orthobiologic product sales...... 4,949 5,144 195 3.9%
------------- ------------- -------------- -------------
Total sales...................... $11,443 $11,281 $(162) (1.4%)
============= ============= ============== =============

Sales of spinal implant products decreased in the quarter ended March 31,
2001 by $357,000 or 5.5% to $6.1 million, compared to $6.5 million for the
quarter ended March 31, 2000. The majority of the decrease occurred in
international sales of spinal implant products due to relatively lower order
volumes from our foreign distributors.

Sales of orthobiologic products increased by $195,000 or 3.9% to $5.2
million for the three months ended March 31, 2001, compared to $4.9 million for
the three months ended March 31, 2000. AGF related products increased by
$367,000 or 26.4% to $1.8 million for the quarter ended March 31, 2001, compared
to $1.4 million for the quarter ended March 31, 2000. Sales of synthetic bone
products decreased $172,000 or 4.8% to $3.4 million for the quarter ended March
31, 2001. We believe the decline in sales of synthetic bone products has
resulted from our deliberate transition of sales and distribution focus to
spinal procedures since our merger with Cross Medical Products in 1998. We
believe this has resulted in a reduction in sales of synthetic bone products for
non-spine procedures such as trauma and revision total joints. We intend to
explore supplemental distribution alternatives in 2001 with the goal of
identifying a means to recapture lost sales in non-spine procedures, but there
can be no assurance that our efforts will be successful.

Total domestic sales of spinal implant products and orthobiologic products
decreased 1.1% or $102,000 to $8.9 million for the three months ended March 31,
2001, compared to $9.0 million for the same period of 2000. International sales
of $2.4 million for the first quarter of 2001 were lower by $60,000 or 2.5%
compared to the first quarter of 2000.

For the quarter ended March 31, 2001, the gross margin was 70.2% of sales
compared to 69.0% of sales for the quarter ended March 31, 2000. This
improvement primarily related to higher average selling prices on our spinal
implant products.

Total operating expenses for the quarter ended March 31, 2001 increased by
7.7% or $473,000 to $6.6 million, compared to $6.2 million for the same quarter
of 2000. As a percentage of sales, total operating expenses increased from
53.8% in the first quarter of 2000 to 58.7% in the first quarter of 2001.
Research and development expenses increased by 34.5% or $410,000 due primarily
to efforts related to the development of potential new products. Selling and
marketing expenses increased 4.2% or $162,000 compared to the first quarter of
2000 primarily due to increased net expenses related to our international
symposium. General and administrative expenses decreased by 8.8% or $99,000,
primarily as the result of decreased corporate bonus expense.

Total interest and other income increased $181,000 or 116.8%, to $336,000
for the quarter ended March 31, 2001, compared to $155,000 during the same
period of 2000. Increased interest income on higher average cash, cash
equivalents and short-term investment balances in 2001, the elimination of long-
term debt in 2000 and increased royalty income were the primary reasons for the
increase.

The effective tax rates for the first quarters of 2001 and 2000 were 38.5%
and 39.0%, respectively.

Liquidity and Capital Resources

In the first quarter of 2001, our operations generated positive cash flow
of approximately $1.4 million. We invest our excess cash in U.S. Treasury
securities and high-grade marketable securities. At March 31, 2001, cash, cash
equivalents and short-term investments totaled $16.0 million, up $1.4 million
from $14.6 million at December 31, 2000. We also have a $5.0 million revolving
line of credit available to us that had no amount outstanding at March 31, 2001
and which expires in June 2001 and may be extended through June 2002 at our
option. We currently intend to extend the line of credit.

We have used and may continue to use our cash, our common stock, or a
combination of both to pay for purchased technologies, product lines, mergers
and acquisitions. We also intend to continue to invest in the development of
our business. We believe we currently possess sufficient resources to meet the
cash requirements of our operations for at least the next year. However, some
of the aforementioned activities may require cash in excess of that which we
currently possess, and we can give no assurance that we will be able to raise
the additional capital on satisfactory terms, if at all.

At March 31, 2001, we had no material commitments for capital expenditures.

________________________

The quarterly results contained herein are unaudited and reflect certain
assumptions of management that may change. Results of the quarter may not be
representative of results for future quarters or indicative of our financial
results for the year. Certain statements in this Quarterly Report on Form 10-Q
are forward-looking and may involve risks and uncertainties, including, but not
limited to: product demand and market acceptance risks; risks related to the
development of future products; risk that we will not receive additional
regulatory approval of products; and the impact of competitive products.
Additional information on factors that could affect our financial results and
growth prospects is disclosed in reports we file from time to time with the
Securities and Exchange Commission, including the "Certain Business
Considerations Section" of our Annual Report on Form 10-K.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings

The defendants have filed motions to dismiss Cross' declaratory judgment
claims, which motions are set to be heard on May 21, 2001. Biedermann Motech
claims there is no case or controversy, and that it is not subject to personal
jurisdiction in California. DePuy AcroMed claims that Biedermann Motech is
indispensable to the claim, and therefore the claim must be dismissed if
Biedermann Motech cannot be joined as a party. Cross vigorously disputes these
claims.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits.

Reference is made to the Exhibit Index on Page 14 hereof.

b. Reports on Form 8-K.

No reports on Form 8-K were filed during the fiscal quarter ended
March 31, 2001.

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, thereunto duly authorized.

DATE: May 11, 2001 INTERPORE INTERNATIONAL, INC.
(Registrant)

By: /s/ David C. Mercer
------------------------------------
David C. Mercer,
Chairman and Chief Executive Officer

By: /s/ Richard L. Harrison
------------------------------------
Richard L. Harrison
Sr. Vice President and
Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number Description
------- -----------
3.01 Certificate of Incorporation of Interpore International, Inc.
as amended (1)
3.02 Bylaws of Registrant (1)
3.03 Amendment Number One to Bylaws (16)
4.01 Rights Agreement dated November 19, 1998, between Interpore
International, Inc. and U.S. Stock Transfer Corporation, which
includes the form of Certificate of Determination of the Series A
Junior Participating Preferred Stock of Interpore International, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C (2)
4.02 Registration Rights Agreement dated December 8, 1999 by and between
Interpore International, Inc., John A. Dawdy and Andrew G. Hood (20)
10.01 Cancellation and Release Agreement dated March 1, 1993 among
Registrant, Interpore Orthopaedics, Inc., Pfizer, Inc. and Howmedica,
Inc. (3)
10.02 Single Tenant Lease dated July 25, 1991 between Registrant and The
Irvine Company as amended by a Third Amendment to Lease dated December
11, 1996 (4);
10.03 Amended and Restated Loan and Security Agreement dated June 22, 1999
among Registrant, Interpore Orthopaedics, Inc., Cross Medical
Products, Inc., Interpore Cross International Inc., and Silicon Valley
Bank (19) and Loan Modification Agreement dated June 21, 2000 (22)
10.04 Amended and Restated Stock Option Plan dated March 19, 1991 (6), First
Amendment to the Amended and Restated Stock Option Plan, effective
October 15, 1991 (3); Amendment to the Amended and Restated Stock
Option Plan dated September 17, 1994 (7)
10.05 1995 Stock Option Plan (8)
10.06 Stock Option Plan for Non-Employee Directors of Interpore
International (9)
10.07 Danninger Medical Technology, Inc. Amended and Restated 1984 Non-
Statutory Stock Option Plan (10)
10.08 Danninger Medical Technology, Inc. Amended and Restated 1984
Incentive Stock Option Plan (10)
10.09 Cross Medical Products Inc. Amended and Restated 1994 Stock Option
Plan (10)
10.10 Asset Purchase Agreement dated March 12, 1997, among Cross Medical
Products, Inc., Danninger Healthcare, Inc. and OrthoLogic Corp. (11)
10.11 Indenture concerning 8.5% Convertible Subordinated Debentures between
Cross Medical Products, Inc. and Fifth Third Bank (12)
10.12 Supplemental Indenture between Interpore International, Inc. and Cross
Medical Products, Inc. and Fifth Third Bank (5)
10.13 Form of Indemnification Agreement (13)
10.14 Schedule of Parties to Form of Indemnification Agreement (14)
10.15 Agreement between Dr. Edward Funk and Cross Medical Products, Inc.
dated February 11, 1998 (15)

Exhibit
Number Description
------- -----------
10.16 Form of Employment Agreement dated July 31, 2000 / August 30, 2000
between Interpore International, Inc. and its executive officers (23)
10.17 Schedule of Parties to Form of Employment Agreement dated July 31,
2000 / August 30, 2000 (23)
10.18 1999 Consultants Stock Option Plan (17)
10.19 Amended and Restated Employee Qualified Stock Purchase Plan dated
November 13, 1998 (18)
10.20 Asset Purchase Agreement dated December 8, 1999, by and among
Interpore Orthopaedics, Inc., Quantic Biomedical, Inc., Quantic
Biomedical Partners, John A. Dawdy and Andrew G. Hood (20)
10.21 2000 Equity Participation Plan (21)
21.01 Subsidiaries of the Registrant (22)

------------------

(1) Incorporated by reference from our Registration Statement on Form S-4,
Registration No. 333-49487.
(2) Incorporated by reference from our Current Report on Form 8-K dated
December 1, 1998.
(3) Incorporated by reference from our Registration Statement on Form S-1,
Registration No. 33-69872.
(4) Incorporated by reference from our Current Report on Form 8-K dated
February 11, 1998.
(5) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998.
(6) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-77426.
(7) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-86290.
(8) Incorporated by reference from our Proxy Statement for the 1994 Annual
Meeting of Shareholders.
(9) Incorporated by reference from our Proxy Statement for the 1995 Annual
Meeting of Shareholders.
(10) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 333-53775.
(11) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1996.
(12) Incorporated by reference from the Cross Medical Products, Inc.
Registration Statement on Form S-2, Registration No. 333-02273.
(13) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(14) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998.
(15) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1997.
(16) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
(17) Incorporated by reference from our Proxy Statement for the 1999 Annual
Meeting of Stockholders.
(18) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999.
(19) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999.
(20) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
(21) Incorporated by reference from our Proxy Statement for the 2000 Annual
Meeting of Stockholders.
(22) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2000.
(23) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000.
(24) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.