FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934
May 11, 2005
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant's name)
15 Adam Street
London, England WC2N 6LA
(Address of registrant's principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
--- ---
[Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).]
Yes No X
--- ---
[Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7).]
Yes No X
--- ---
[Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing information to the
Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of
1934.]
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b) : 82- n/a.
Total Pages: 8
SIGNATURES
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 thereunto duly authorized.
Smith & Nephew plc
(Registrant)
Date: May 11, 2005
By: /s/ Paul Chambers
-----------------------
Paul Chambers
Company Secretary
2
6 May 2005
ANNOUNCEMENT FOR IMMEDIATE RELEASE
DOCUMENT FOR VIEWING
Smith & Nephew plc Resolutions Passed at Annual General Meeting
A copy of the Resolutions passed as Special Business at the Annual General
Meeting of the Company held on 5 May 2005 have been submitted to the UK
Listing Authority and will shortly be available for inspection at the UKLA
document viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED
PERSONS
1. Name of company
Smith & Nephew plc
2. Name of director
Peter Hooley
3. Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest
Peter Hooley
4. Name of the registered holder(s) and, if more than one holder, the number
of shares held by each of them (if notified)
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Exercise and sale of Executive Share Options and Nil Cost Options under the
Long Term Incentive Plan ('LTIP')
7. Number of shares / amount of stock acquired
12,500 Executive Options exercised at 195.5 pence per share
25,000 Executive Options exercised at 193 pence per share
214,840 Nil Cost Options exercised under LTIP
8. Percentage of issued class
0.03%
9. Number of shares/amount of stock disposed
37,500 Executive Share Options
214,840 Nil Cost Options under LTIP
10. Percentage of issued class
0.03%
11. Class of security
Ordinary
12. Price per share
37,500 shares sold at 536 pence per share
214,840 shares sold at 537 pence per share
13. Date of transaction
9 May 2005
14. Date company informed
9 May 2005
15. Total holding following this notification
219,861 ordinary shares
16. Total percentage holding of issued class following this notification
0.02%
If a director has been granted options by the company please complete the
following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at time of exercise
22. Total number of shares or debentures over which options held following
this notification
23. Any additional information
Following the exercise and sale of Executive Options and Nil Cost Options, the
Director retains Executive Options over 124,777 shares and 306,356 Nil Cost
Options under the LTIP.
As Trustees of the Smith & Nephew Employees' Share Trust, Mourant & Co
Trustees Ltd now holds 1,584,986 shares representing 0.2% of the shares of the
Company following the exercise and sale of the 214,840 shares by Peter Hooley.
The Trust is discretionary and all employees and the executive directors are
potential beneficiaries and therefore have an interest in the shares.
24. Name of contact and telephone number for queries
Phil Higgins 0207 960 2228
25. Name and signature of authorised company official responsible for making
this notification
Phil Higgins
Assistant Company Secretary
Date of Notification
09.05.05
The FSA does not give any express or implied warranty as to the accuracy of
this document or material and does not accept any liability for error or
omission. The FSA is not liable for any damages (including, without
limitation, damages for loss of business or loss of profits) arising in
contract, tort or otherwise from the use of or inability to use this document,
or any material contained in it, or from any action or decision taken as a
result of using this document or any such material.
Smith & Nephew plc T 44 (0) 207 401 7646 [LOGO OMITTED] We are smith&nephew
15 Adam Street F 44 (0) 207 960 2350
London WC2N 6LA www.smith-nephew.com
England
Smith & Nephew Endoscopy - Injunction on
Bi-polar Sales Lifted
10 May 2005
The United States Court of Appeals for the Federal Circuit today announced its
decision following Smith & Nephew's appeal of a District Court judgement. The
Appeals Court has lifted the injunction which prohibited Smith & Nephew from
manufacturing or selling bipolar radio frequency products in the United
States.
The Court of Appeals has also found that one out of three of ArthroCare's
patents in this case is invalid. Separately, in recent re-examination
proceedings, the United States Patent & Trademark Office (USPTO) rejected
claims of the other two US patents asserted against Smith & Nephew by
ArthroCare.
We are encouraged by these decisions of the Court and the USPTO. We look
forward to presenting our case before the Delaware District Court.
Enquiries
Investors / Media
Liz Hewitt Tel: +44 (0) 20 7960 2256
Smith & Nephew Group Director Corporate Affairs
Media
Joe Metzger
Director, Corporate Communications, Endoscopy Tel: +1 978 749 1330
Financial Dynamics
David Yates - London Tel: +44 (0) 20 7831 3113
Jonathan Birt - New York Tel: +1 212 850 5634
News
About us
Smith & Nephew is a global medical technology business, specialising in
Orthopaedics, Endoscopy and Advanced Wound Management products. Smith & Nephew
is a global leader in arthroscopy and advanced wound management and is one of
the fastest growing global orthopaedics companies.
Smith & Nephew is dedicated to helping improve people's lives. The company
prides itself on the strength of its relationships with its surgeons and
professional healthcare customers, with whom its name is synonymous with high
standards of performance, innovation and trust. The company has over 8,000
employees and operates in 33 countries around the world generating annual
sales of (GBP)1.25 billion.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995. In
particular, statements regarding planned growth in our business and in our
operating margins discussed under "Outlook" are forward-looking statements as
are discussions of our product pipeline. These statements, as well as the
phrases "aim", "plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions, are
generally intended to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors (including, but not limited to, the outcome of
litigation and regulatory approvals) that could cause the actual results,
performance or achievements of Smith & Nephew, or industry results, to differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Please refer to the documents that
Smith & Nephew has filed with the U.S. Securities and Exchange Commission
under the U.S. Securities Exchange Act of 1934, as amended, including Smith &
Nephew's most recent annual report on Form 20F, for a discussion of certain of
these factors.
All forward-looking statements in this press release are based on information
available to Smith & Nephew as of the date hereof. All written or oral
forward-looking statements attributable to Smith & Nephew or any person acting
on behalf of Smith & Nephew are expressly qualified in their entirety by the
foregoing. Smith & Nephew does not undertake any obligation to update or
revise any forward-looking statement contained herein to reflect any change in
Smith & Nephew's expectation with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.