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):   August 17, 2012

 

STAAR Surgical Company
__________________________________________
(Exact name of registrant as specified in its charter)

 

     
Delaware 0-11634 95-3797439
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
     
1911 Walker Ave, Monrovia, California   91016
(Address of principal executive offices)   (Zip Code)

 

     
Registrant’s telephone number, including area code:   626-303-7902

 

Not Applicable
______________________________________________
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:

 

¨   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))

 

 
 

  

Item 1.01 Entry into a Material Definitive Agreement .

 

On August 17, STAAR Surgical Company (the “Company”) entered into a Standard Industrial/Commercial Single-Tenant Lease (the “Lease”) with Pacific Equity Partners, LLC (“Lessor”), to lease the real property located at 1941 S. Walker Avenue, Monrovia, California 91016, including a commercial building of approximately 26,000 square feet (the “Premises”). The Lease begins on November 1, 2012 and has an initial term of eight years. The Premises adjoin the Company’s headquarters at 1911 S. Walker Avenue. The Company has two options to extend the Lease, each for a period of five years. Commencement of the Lease is subject to the closing of an escrow on the transfer of ownership of the leased property on or before September 21, 2012. If the escrow fails to close by that date the Lease will terminate with no further obligation of STAAR or the Lessor.

 

The foregoing summary is qualified in its entirety by reference to the Lease, which is filed as Exhibit 10.90 to this Current Report on Form 8-K and incorporated herein by this reference.

 

Item 7.01 Regulation FD Disclosure .

 

On August 22, 2012, the Company published a press release regarding its signing of the Lease. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.

 

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
     
10.90   Standard Industrial/Commercial Single-Tenant Lease – Net dated August 17, 2012, by and between the Company and Pacific Equity Partners, LLC.
     
99.1   Press release of the Company dated August 22, 2012.

 

 

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.

 

STAAR Surgical Company

 

August 22, 2012 By: /s/ Barry G. Caldwell
    Barry G. Caldwell
    President and Chief Executive Officer

 

 












































 

 

 

STAAR Surgical Expands Footprint for Growth with Lease on Adjacent Building in Monrovia, California

 

MONROVIA, Calif., Aug. 22, 2012 -- STAAR Surgical Company (NASDAQ: STAA), a leading developer, manufacturer and marketer of implantable lenses for the eye, today announced that it has signed a lease on a 26,000 square foot building immediately adjacent to its current facility in Monrovia, California. The new building will allow the Company to accommodate the needs associated with its previously announced manufacturing consolidation to Monrovia, as well as provide space for additional growth. The lease is for an eight year period beginning approximately at the end of November 2012, assuming all contingencies are met. There will be some cash charges during the fourth quarter for tenant improvements prior to taking possession, which will not affect the P&L.

 

"We are pleased that we are able to expand our operations within the same building complex here in Monrovia. Since our decision to consolidate manufacturing in California, we have been looking for additional space to accommodate our finished goods inventory and shipping departments within the same area as our current facility," said Barry G. Caldwell, president and CEO of STAAR. "This new building is ideal and offers significant advantages, allowing us more options for future growth while keeping all the Monrovia functions in basically the same facility for at least the next eight years."

 

STAAR's current facility in Monrovia is 44,000 square feet. The new building is directly adjacent to the current building, which will allow connection of the two buildings via two direct hallways. In addition, the new building comes with an additional 57 parking spots.

 

"With the new building, we have gained flexibility in our working processes that will help drive enhanced efficiencies and productivity," Mr. Caldwell continued. "For example, the sales, marketing, R&D and regulatory functions will be positioned in the same work area to enhance communications and working relations. In the past our current facility created challenges to positive cross-functional teamwork. We will gain additional space to hold training sessions, all employee meetings, and other similar sessions in one space, which we are not able to do today. Finally, parking is at a premium in Monrovia and the new spaces will satisfy current needs and future needs as we add additional work shifts. While more space than we currently need, we expect the new building will be quickly utilized to accommodate our growth over the next several years."

 

The manufacturing consolidation project at STAAR has been underway for over two years and is expected to be complete by the end of next year. The manufacturing of the Visian® ICL® in Switzerland and preloaded IOLs in Japan will move to Monrovia as will the Collamer raw material process from Aliso Viejo, California. The consolidation is expected to add to the expanding gross margin percentage as well as reduce the Company's tax rate from 50% in 2011 to 10% in 2014. The cost savings over a seven year period is expected to exceed $100 million.

 

 
 

  

About STAAR Surgical

 

STAAR, which has been dedicated solely to ophthalmic surgery for over 25 years, designs, develops, manufactures and markets implantable lenses for the eye. All of these lenses are foldable, which permits the surgeon to insert them through a small incision. STAAR's lens used in refractive surgery as an alternative to LASIK is called an Implantable Collamer® Lens or "ICL." A lens used to replace the natural lens after cataract surgery is called an intraocular lens or "IOL." Over 300,000 Visian ICLs have been implanted to date; to learn more about the ICL go to: www.visianinfo.com. STAAR has approximately 300 full time employees and markets lenses in approximately 50 countries. Headquartered in Monrovia, CA, it manufactures in the following locations: Nidau, Switzerland; Ichikawa City, Japan; Aliso Viejo, CA; and Monrovia, CA. For more information, please visit the Company's website at www.staar.com or call 626-303-7902.

 

Collamer® is the registered trademark for STAAR's proprietary biocompatible collagen copolymer lens material.

 

Safe Harbor

 

All statements in this press release that are not statements of historical fact are forward-looking statements, including statements about STAAR's expectations for growth of its business, the completion of its manufacturing consolidation plan and any financial benefits to be derived from consolidation. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties include unexpected costs or delays that could reduce or eliminate the expected benefits of our consolidation plans, delays in anticipated regulatory approvals in various global markets and unexpected changes in U.S. tax laws which could delay use of net operating losses.

 

CONTACT: Investors   Media
  EVC Group   EVC Group
  Douglas Sherk, 415-652-9100   Chris Gale
  Jenifer Kirtland, 415-568-9349   646-201-5431