8-K 1 masi-20181031x8k.htm 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): October 31, 2018
_______________________
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.)

52 Discovery 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o

Item 2.02. | Results of Operations and Financial Condition.

On October 31, 2018, Masimo Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended September 29, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
In accordance with General Instructions B.2 of Form 8-K, the information in Item 2.02 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 (“the Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. | Regulation FD Disclosure.

In connection with the Company’s conference call scheduled to be held on October 31, 2018, the Company’s Chief Financial Officer will review supplemental information regarding the Company’s financial results for the quarter ended September 29, 2018, as well as the updated Company’s outlook for fiscal 2018. The Company’s supplemental information is furnished as Exhibit 99.2 to this Current Report.
In addition, the Company is making available to investors supplemental financial information for fiscal 2016, fiscal 2017 and the third quarter of fiscal 2018 pursuant to the materials furnished as Exhibit 99.3 to this Current Report.
In accordance with General Instructions 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 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. | Financial Statements and Exhibits.

(d) The following items are filed as exhibits to the Current Report on Form 8-K.

Exhibit No. | Description
99.1 | Press Release, dated October 31, 2018, Reporting Third Quarter 2018 Financial Results
99.2 | Masimo Third Quarter 2018 Supplemental Presentation to Earnings Press Release
99.3 | Masimo Supplemental Non-GAAP Financial Information

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
Date: October 31, 2018 |  |  |  | By: |  | /s/ M ICAH Y OUNG
|  |  |  |  |  | Micah Young
|  |  |  |  |  | Executive Vice President & Chief Financial Officer
|  |  |  |  |  | (Principal Financial Officer)