q38k.htm
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: November 2, 2009 (Date of earliest event reported)
MICROFLUIDICS INTERNATIONAL
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
0-11625
04-2793022
(State or other
jurisdiction of
incorporation) (Commission File
Number) (IRS Employer
Identification No.)
30
Ossipee Road
Newton,
MA 02464
(Address
of principal executive offices)
Telephone:
(617) 969-5452
(Registrant's
telephone number, including area code)
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02 Results
of Operations and Financial Condition.
On
November 2, 2009, Microfluidics International Corporation issued a press release
entitled “Microfluidics International Corporation Announces Third Quarter
2009 Financial Results.” A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated by reference into this Item
2.02.
NON-GAAP
FINANCIAL MEASURES: The attached press release addresses our financial results
for the third quarter ended September 30, 2009, and contains
disclosure of our non-GAAP EBITDA (Earnings Before Interest, Taxes, Depreciation
and Amortization), non-GAAP Adjusted EBITDA, and non-GAAP basic and
diluted EBITDA per share, which are not measures of financial performance
calculated in accordance with generally accepted accounting principles (GAAP) in
the United States. The press release contains disclosure regarding why we
believe the presentation of these non-GAAP measures provides useful information
to investors in analyzing our underlying business and operating performance. It
also contains a tabular reconciliation of GAAP to non-GAAP financial information
that is discussed in the release.
The
information being provided in this report, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item
9.01 Financial
Statements and Exhibits.
(d) The
following exhibit is hereby filed as part of this Current Report on Form
8-K:
Number Exhibit
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99.1
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Press
Release titled “Microfluidics International Corporation
Announces Third Quarter 2009 Financial
Results”
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SIGNATURE
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.
Dated:
November 2,
2009 MICROFLUIDICS
INTERNATIONAL CORPORATION
By: /s/ Peter F. Byczko
-----------------------------------
Name: Peter F.
Byczko
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Title: Vice
President of Finance & Chief Accounting
Officer
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EXHIBIT
INDEX
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99.1
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Press
Release titled “Microfluidics International Corporation
Announces Third Quarter 2009 Financial
Results”
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