MASI-2014-05.02-8-K


 
 
 
 
 


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): April 30, 2014
 
 
_______________________
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
 
_______________________


Delaware
 
001-33642
 
33-0368882
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
40 Parker
Irvine, California
 
92618
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (949) 297-7000
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 





Item 7.01.
Regulation FD Disclosure.
On April 30, 2014, Masimo Corporation (“Masimo” or the “Company”) held a conference call to discuss its first quarter 2014 financial results and its outlook for the remainder of 2014. During the question and answer portion of the call, the Company incorrectly indicated that the next time Covidien Inc. can provide notice to terminate its covenant not to sue under the settlement agreement between Masimo and Covidien (the “Agreement”) is March 2015. In fact, Covidien has the right to terminate its covenant under the Agreement at any time upon at least 60-days written notice to the Company, in which case Masimo would have the right to assert patent infringement for products sold by Covidien after the date of termination. Since Covidien did not provide notice of termination in March 2014 when it first had the opportunity, we have assumed Covidien will continue to maintain its covenant under the Agreement for the foreseeable future.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
MASIMO CORPORATION
a Delaware corporation
 
 
 
 
Date: May 2, 2014
 
By:
/s/ MARK P. DE RAAD
 
 
 
Mark P. de Raad
 
 
 
Executive Vice President & Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)