UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 25, 2002
Waters Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
01-14010 13-3668640
(Commission File Number) (IRS Employer Identification No.)
34 Maple Street, Milford, Massachusetts 01757
(Address of Principal Executive Offices) (Zip Code)
(508) 478-2000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events
The purpose of this Form 8-K is to inform the public and security
holders of revisions with respect to previously reported financial
results for the year ended December 31, 2001. The adjustment to the 2001
financial results previously reported on January 24, 2002 is due to
receiving an unfavorable jury ruling on March 15, 2002 in the ongoing
patent litigation involving certain mass spectrometry products sold in
the United States. The adjustment is being made in fiscal 2001 in
accordance with Statement of Financial Accounting Standard No. 5,
Accounting for Contingencies, as the underlying claim was filed prior to
December 31, 2001. The Company will reflect this adjustment in its Form
10-K and Annual Report for fiscal year 2001 along with appropriate
disclosures. Simultaneously with the filing of this Form 8-K, the
Company is issuing a press release reporting this event as well as
updating our previously communicated fiscal year 2002 first quarter
projections and full year expectations. A copy of the press release and
adjusted financial results for the year ended December 31, 2001 are
attached as Exhibit 99.1.
Certain statements contained in the current report on Form 8-K
presentations, including references to the Registrant's strategy and
operating and financial profile, are forward-looking. These statements
are subject to various risks and uncertainties, many of which are
outside the control of the Registrant, including (i) changes in relevant
portions of the analytical instrument marketplace as a result of
economic or regulatory influences, (ii) general changes in the economy
or marketplace including currency fluctuations, in particular with
regard to the Eurocurrency, (iii) changes in the competitive
marketplace, including new products or pricing changes by the
Registrant's competitors, (iv) the ability of the Registrant to generate
increased sales and profitability from new product introductions, as
well as additional risk factors set forth in the Registrant's Form 10-K
for its fiscal year ended December 31, 2000. Actual results could differ
materially from the plans, intentions and expectations disclosed in the
forward-looking statements the Registrant may make, whether because of
these factors or for other reasons. The Registrant does not assume any
obligations to update any forward-looking statement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated March 25, 2002
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.
WATERS CORPORATION
Dated: March 25, 2002 By: /s/ John A. Ornell
------------------------
Name: John A. Ornell
Title: Vice President, Finance and
Administration and Chief
Financial Officer