EXTON, Pa., Sept. 26 Kensey Nash Corporation(Nasdaq: KNSY) today reported that the acquisition by Ramius Capital Group,L.L.C. and its affiliates on August 30, 2007 of more than 20 percent of theCompany's outstanding common stock, as reported by Ramius in filings with theSEC, constituted a "Change in Control" under the Company's equity compensationplan. As a result, all outstanding unvested stock options, stock appreciationrights and restricted stock held by officers, employees, directors and othersunder this plan automatically became vested (and, in the case of options andstock appreciation rights, exercisable) in full.
The Company continues to anticipate revenue for the quarter at the highend of its guidance range of $17.0 to $17.7 million. In addition, the Companyreiterates its pro forma earnings per share guidance of $0.14, excluding $0.03per share of remaining charges related to the Company's discontinuance of itsembolic protection product platform and prior to the impact of the chargesrelated to this event. The accelerated vesting will result in a non-cash,tax-effected charge of approximately $2.2 million, or $0.19 per share, duringthe quarter ending September 30, 2007. In addition, the Company will take anon-cash mark-to-market adjustment for the remainder of the quarter on the284,000 fully vested and exercisable stock appreciation rights. The Companyanticipates a reported loss per share of $0.08 including the embolicprotection and accelerated vesting charges but prior to the impact of themark-to-market adjustment. The acceleration will remove all future equitycompensation expense related to these stock options and restricted sharesunder the plan. However, stock appreciation rights will continue to be markedto market on a quarterly basis, as required under Generally AcceptedAccounting Principles.
Cautionary Note for Forward-Looking Statements. This press releasecontains forward-looking statements, including reference to our first quarterfiscal 2008 revenue and earnings guidance, that reflect the Company's currentexpectations about its prospects and opportunities. The Company has tried toidentify these forward looking statements by using words such as "expect,""anticipate," "estimate," "plan," "will," "forecast," "believe," or similarexpressions, but these words are not the exclusive means for identifying suchstatements. The Company cautions that a number of risks, uncertainties, andother important factors could cause the Company's actual results to differmaterially from those in the forward-looking statements including, withoutlimitation, the Company's success in launching its endovascular products intothe marketplace, the Company's dependence on three major customers (St. JudeMedical, Arthrex and Orthovita) and their success in selling KNC relatedproducts in the marketplace, the impact of product recalls and othermanufacturing issues, and competition from other technologies, among otherimportant risks. For a more detailed discussion of these and other factors,please see the Company's SEC filings, including the disclosure under "RiskFactors" in those filings. Except as expressly required by the federalsecurities laws, the Company undertakes no obligation to update or revise anyforward-looking statements, whether as a result of new information, changedcircumstances or future events or for any other reason.Non-GAAP Financial Measures and Reconciliations We use various numerical measures in conference calls, investor meetings and other forums which are or may be considered "Non-GAAP financial measures" under Regulation G. We have provided below for your reference supplemental financial disclosure for these measures, including the most directly comparable GAAP measure and an associated reconciliation. Kensey Nash Corporation Non-GAAP Financial Measures and Reconciliations