Item 2. PROPERTIES
The Company has the following properties:
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant and plaintiff in various legal actions arising in the normal course of business. The Company does not anticipate material losses as a result of these actions.
In September 1996, the United States Court of Appeals for the Federal Circuit affirmed the 1995 decision of the Federal District Court for the Eastern District of New York awarding the Company damages, attorney fees and interest for infringement of the Company's U.S. patent on its OmniFlex Hip System. A petition for rehearing or rehearing en banc was denied by the Federal Circuit in December 1996 and the Company was paid $77,600,000. The Company recognized a pre-tax gain, net of related legal fees and other expenses of $61,094,000.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS
Certain information with respect to the executive officers of the Company is set forth in Item 10 of this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market on The NASDAQ Stock Market under the symbol STRY. Quarterly stock prices appearing under the caption "Summary of Quarterly Data" on page 41 of the 1996 Annual Report and dividend information for the years ended December 31, 1996 and 1995 under the caption "Ten Year Review" on page 22 of the 1996 Annual Report are incorporated herein by reference. The Company's Board of Directors intends to consider a year-end cash dividend annually at its December meeting.
On December 31, 1993, the Company's Board of Directors authorized the repurchase in the open market from time to time, depending upon prevailing market conditions, of up to 1,200,000 shares of its common stock (after adjustment for the two-for-one stock split) of which 895,000 split-adjusted shares had been repurchased under this plan. This repurchase authorization was replaced by a new authorization approved by the Company's Board of Directors on April 24, 1996, for repurchase of up to 1,000,000 split adjusted shares of common stock. At March 20, 1997, 11,200 shares had been repurchased under this plan.
On December 31, 1996, there were 3,306 stockholders of record of the Company's common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The financial information for each of the five years in the period ended December 31, 1996 under the caption "Ten Year Review" on pages 22 and 23 of the 1996 Annual Report is incorporated herein by reference.
ITEM 7.
Item 7. Financial Statements and Exhibits - Exhibit, press release.
(c) Exhibits - Exhibit Index appears on page 19 of this report.
(d) Financial statement schedules - The response to this portion of Item 14 is submitted as a separate section of this report following the signature page.
* compensation arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
STRYKER CORPORATION
Date: 3/20/97 DAVID J. SIMPSON David J. Simpson, Vice President, Chief Financial Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
JOHN W. BROWN 3/20/97 DAVID J. SIMPSON 3/20/97 __________________________________ ____________________________________ John W. Brown, Chairman, President David J. Simpson, Vice President, and Chief Executive Officer Chief Financial Officer and (Principal Executive Officer) Secretary (Principal Financial Officer)
HOWARD E. COX, JR. 3/20/97 JEFFREY R. WINTER 3/20/97 __________________________________ ____________________________________ Howard E. Cox, Jr.-Director Jeffrey R. Winter, Controller (Principal Accounting Officer)
DONALD M. ENGELMAN 3/20/97 RONDA E. STRYKER 3/20/97 __________________________________ ___________________________________ Donald M. Engelman, Ph.D.-Director Ronda E. Stryker-Director
JEROME H. GROSSMAN 3/20/97 WILLIAM U. PARFET 3/20/97 __________________________________ ___________________________________ Jerome H. Grossman,M.D.-Director William U. Parfet-Director
JOHN S. LILLARD 3/20/97 __________________________________ John S. Lillard-Director
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2), (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
CERTAIN EXHIBITS
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1996
STRYKER CORPORATION
KALAMAZOO, MICHIGAN
FORM 10-K--ITEM 14(a)(1), (2) AND (d)
STRYKER CORPORATION AND SUBSIDIARIES
List of Financial Statements and Financial Statement Schedule
The following consolidated financial statements of Stryker Corporation and subsidiaries and report of independent auditors, included in the annual stockholders report of the registrant for the year ended December 31, 1996, are incorporated by reference in Item 8: