SECURITIES and EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 11-K
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 11-K [ X ] Annual Report Pursuant To Section 15(d) Of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 OR [ ] Transition Report Pursuant To Section 15(d) Of The Securities Exchange Act of 1934 For the transition period from ________ to _________ Commission File # 0-16093 (A) Full title of the plan and the address of the plan, if different from that of the issuer named below: CONMED CORPORATION Retirement Savings Plan (B) Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CONMED CORPORATION 525 French Road Utica, New York 13502 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed by the undersigned hereunto duly authorized. CONMED CORPORATION Retirement Savings Plan By: Robert D. Shallish, Jr. ---------------------------- Robert D. Shallish, Jr. Vice President - Finance CONMED Corporation Date: June 21, 2002 CONMED Corporation Retirement Savings Plan Index Page Report of Independent Accountants ...................................... 1 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2001 and 2000 ........................... 2 Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001 and 2000 ........... 3 Notes to Financial Statements ....................................... 4-8 Supplemental Schedule: * Schedule of Assets Held for Investment Purposes (Schedule H, Part IV, Item (i))at December 31, 2001 .............. 9-25 Consent of Independent Accountants...................................... 26 * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants To the Participants and Administrator of CONMED Corporation Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the CONMED Corporation Retirement Savings Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Syracuse, New York May 17, 2002 1 CONMED Corporation Retirement Savings Plan Statement of Net Assets Available for Benefits December 31, 2001 and 2000 -------------------------------------------------------------------------------- Assets 2001 2000 ---- ---- Investments, at fair value Mutual Funds $ 35,847,929 $ 40,874,660 Common Collective Trust 10,543,240 9,538,643 Common Stock 6,478,797 5,868,819 Money Market Funds 4,462,964 4,296,200 Participant Loans 1,774,881 1,565,365 ------------ ------------ 59,107,811 62,143,687 Receivables: Employer contributions -- 4,063 Accrued interest and dividends 59,775 51,823 ------------ ------------ Total assets 59,167,586 62,199,573 ------------ ------------ Net Assets Available for Benefits $ 59,167,586 $ 62,199,573 ============ ============ The accompanying notes are an integral part of the financial statements. 2 CONMED Corporation Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits Years Ended December 31, 2001 and 2000 -------------------------------------------------------------------------------- 2001 2000 Additions to net assets attributed to: Investment income: Interest and dividends $ 1,749,025 $ 5,071,528 Net (depreciation) appreciation in fair value of investments (8,775,315) (12,297,391) Contributions: Participants 5,668,100 6,156,112 Employer 1,730,330 2,400,629 ------------ ------------ Total additions 372,140 1,330,878 ------------ ------------ Deductions from net assets attributed to: Distributions to participants 3,404,127 11,976,982 ------------ ------------ Total deductions 3,404,127 11,976,982 ------------ ------------ Net (decrease) increase (3,031,987) (10,646,104) Net assets at beginning of year 62,199,573 72,845,677 ------------ ------------ Net Assets at End of Year $ 59,167,586 $ 62,199,573 ============ ============ The accompanying notes are an integral part of the financial statements. 3 CONMED Corporation Retirement Savings Plan Notes to Financial Statements December 31, 2001 and 2000 -------------------------------------------------------------------------------- 1. Establishment and Description of Plan Effective January 1992, CONMED Corporation (the "Company") established the CONMED Corporation Retirement Savings Plan (the "Plan"). The Plan is a defined contribution plan covering all full-time employees of the Company and its subsidiaries who meet the applicable age and service requirements set forth in the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The following brief description of the Plan is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. Administration of the Plan The Company serves as Plan Administrator with full power, authority and responsibility to control and manage the operation and administration of the Plan. Contributions A participant could contribute up to 16 percent of his or her annual compensation, as defined, up to a maximum of $10,500 per year on a pretax basis for 2001 and 2000. The Company matches 50 percent of each participant's contribution of up to a maximum of 6 percent of participant compensation. Forfeitures of terminated participants' non-vested accounts reduce employer contributions. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Vesting Each participant is immediately vested in his or her voluntary contributions plus earnings thereon. A participant becomes vested in the remainder of his or her account upon the completion of five years of service. Investment Options A participant may direct contributions (in five percent increments) to any of twelve investment options, as described by the plan administrator: CONMED Stock Fund - Funds are primarily invested in the common stock of the Company. FAM Value Fund - Funds are primarily invested in the Fenimore Asset Management Fund. 4 CONMED Corporation Retirement Savings Plan Notes to Financial Statements December 31, 2001 and 2000 -------------------------------------------------------------------------------- 1. Establishment and Description of Plan (Continued) Investment Options (Continued) Equity Income Fund - Invests in the Fidelity Equity Income Fund. This mutual fund seeks reasonable income by investing at least 65% of its total assets in income-producing equity. Investment Grade Bond Fund - Invests in the Fidelity Investment Grade Bond Fund. This mutual fund seeks a high level of current income by investing in U. S. dollar denominated investment-grade bonds. Low-Priced Stock Fund - Invests in the Fidelity Low-Priced Stock Fund. This mutual fund seeks capital appreciation by investing mainly in low-priced common stocks ($35 or less at the time of purchase). Retirement Money Market Fund - Invests in the Fidelity Money Market Trust: Retirement Money Market Portfolio. This mutual fund seeks to earn a high level of current income while maintaining a stable $1.00 share price by investing in high-quality, short-term securities. Managed Income Portfolio Fund - This common