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30, 2003 are: 1993 Stock Incentive Plan 197,759; 2003 Stock Option Plan

1,500,000; 2001 Directors' Stock Option Plan 581,250; 2002 Employee Stock

Purchase Plan 727,507.
We account for our stock options granted to employees and directors

under Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock

Issued to Employees" and related interpretations as permitted by Statement of

Financial Accounting Standards ("SFAS") No. 123 "Accounting for Stock-Based

Compensation," and do not recognize compensation expense because the exercise

price of the options equals the fair market value of the underlying shares at

the date of grant or, as to the 2002 Employee Stock Purchase Plan, the plan is

non-compensatory under the provisions of APB Opinion No. 25. Under SFAS No. 123,

the Company is required to present certain pro forma earnings information

determined as if employee stock options were accounted for under the fair value

method of that Statement. The fair value for options granted in 2003 and 2002

was estimated as of the date of grant using a Black-Scholes option pricing

model. The Black-Scholes option valuation model was developed for use in

estimating fair value of fully transferable traded options with no vesting

restrictions, and, similar to other option valuation models, requires use of

highly subjective assumptions, including expected stock price volatility. The

characteristics of our stock options differ substantially from those of traded

stock options, and changes in the subjective assumptions can materially affect

estimated fair values; therefore, in Management's opinion, existing option

valuation models do not necessarily provide a reliable single measure of the

fair value of our stock options. The following information is provided pursuant

to SFAS No. 123, as amended. The pro forma adjustment reflects stock-based

compensation cost calculated under the fair value method, net of related tax

effects, calculated pursuant to SFAS No. 123.

Quarter ended September 30, Nine months ended September 30,

----------------------------- -------------------------------

2003 2002 2003 2002

----------- ----------- ------------ ------------
Net Income, as reported.......... $4,175,000 $4,276,000 $15,144,000 $13,797,000

Pro forma adjustment............. $1,224,000 $1,873,000 $ 3,863,000 $ 4,550,000

----------- ----------- ------------ ------------

Net Income, pro forma............ $2,951,000 $2,403,000 $11,281,000 $ 9,247,000

=========== =========== ============ ============
Net Income per share.............

Basic, as reported $0.31 $0.31 $1.10 $1.01

Diluted, as reported $0.28 $0.28 $1.00 $0.90
Basic, pro forma $0.22 $0.18 $0.84 $0.69

Diluted, pro forma $0.20 $0.16 $0.76 $0.62
8
NOTE 6: The effective tax rate differs from that computed at the federal

statutory rate of 35% principally because of the effect of state income taxes

partially offset by the effect of tax-exempt investment income and state tax

credits.
NOTE 7: We had revenues equal to ten percent or greater of total net revenues

from two customers, as follows:

Quarter ended September 30, Nine Months ended September 30,

---------------------------- -------------------------------

2003 2002 2003 2002

---- ---- ---- ----
Abbott Laboratories 65% 61% 67% 64%

B. Braun Medical Inc. 1% 11% 1% 10%
NOTE 8: We are from time to time involved in various legal proceedings, either

as a defendant or plaintiff, most of which are routine litigation in the normal

course of business. We believe that the resolution of the legal proceedings in

which we are involved will not have a material effect on our financial position

or results of operations.
In the normal course of business, we have made certain indemnities,

including indemnities to our officers and directors, to the maximum extent

permitted under Delaware law and intellectual property indemnities to customers

in connection with sales of its products. These indemnities do not provide a

maximum amount. We have not recorded any liability for these in our financial

statements and do not expect to incur any.
NOTE 9: In the fourth quarter of 2002, we acquired Bio-Plexus. Inc. for

approximately $8.8 million (before expenses), net of cash acquired, and

Bio-Plexus has been included in our consolidated financial statements since

October 31, 2002. Bio-Plexus's principal products are blood collection needles,

under the Punctur-Guard(R) name, that are designed to eliminate exposure to

sharp, contaminated needles.
Bio-Plexus's revenues in the third quarter of 2003 and the first nine

months of 2003 were $1.9 million and $5.7 million, respectively, and its effect

on net income was immaterial for both periods. Unaudited pro forma combined

revenues of the Company and Bio-Plexus for the third quarter and nine months of

2002, assuming the acquisition occurred on January 1, 2002, were $22,348,000 and

$69,871,000, respectively; the pro forma effect on net income was immaterial for

both periods.
In June 2003, we acquired the assets of two affiliated manufacturers of

intravenous therapy systems located in northern Italy for a cash payment of

approximately $4.3 million. Principal assets acquired are assembly facilities

and related equipment and inventories and amortizable intangible assets of

approximately $1.3 million. The acquired assets and related operating results

are included in our consolidated financial statements since June 30, 2003. Their

effect on our financial statements is immaterial.


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS
We develop, manufacture, sell and distribute disposable medical

connection products. Our principal products are proprietary safe medical

connection devices for use in intravenous ("I.V.") therapy applications and

custom I.V. systems that incorporate our proprietary products and, since October

31, 2002, blood collection needles.
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CRITICAL ACCOUNTING POLICIES

----------------------------
Our significant accounting policies are summarized in Note 1 to the

Consolidated Financial Statements included in our 2002 Annual Report to

Shareholders. In preparing our financial statements, we make estimates and

assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities. We apply our accounting

policies on a consistent basis. As circumstances change, they are considered in

our estimates and judgments, and future changes in circumstances could result in

changes in amounts at which assets and liabilities are recorded.
Investment securities are all marketable and considered "available for

sale". See "Quantitative and Qualitative Disclosures about Market Risk" below.

Under our current investment policies, there is no significant difference

between cost and fair value. If our investment policies were to change, and

there were differences between cost and fair value, that difference, net of tax

effect, would be reflected as a separate component of stockholders' equity.
Most of our product sales are FOB shipping point and ownership of the

product transfers to the customer when we ship it. Certain other product sales

are FOB destination and ownership of the product transfers to the customer at

destination. We record sales and related costs when ownership of the product

transfers to the customer. Most of our customers are distributors or medical

product manufacturers, although there are some sales to end-users. Our only

post-sale obligations are warranty and certain rebates. Customers, with certain

rare exceptions, do not retain any right of return and there is no price

protection with respect to unsold products. We warrant products against defects

and have a policy permitting the return of defective products. We provide a

reserve for warranty returns as an expense; amounts have been insignificant. We

accrue rebates as a reduction in revenue based on contractual commitments and

historical experience; amounts have not been significant. Adjustments of

estimates of warranty claims, rebates or returns, which have not been and are

not expected to be material, affect current operating results when they are

made.
Accounts receivable are stated at net realizable value. An allowance is

provided for estimated collection losses based on specific past due accounts for

which we consider collection to be doubtful. Loss exposure is principally with

international distributors for whom normal payment terms are long in comparison

to those of our other customers and, to a lesser extent, domestic distributors.

Many of these distributors are relatively small and we are vulnerable to adverse

developments in their businesses that can hinder our collection of amounts due.

If there are significant doubts as to the collectibility of receivables at the

time of shipment, we do not recognize the sale until the receivable is

collected. If actual collection losses exceed expectations, we could be required

to accrue additional bad debt expense, which could have an adverse effect on our

operating results in the period in which the accrual occurs.
Inventories are stated at the lower of cost or market. We need to carry

many components to accommodate our rapid product delivery, and if we misestimate

demand or if customer requirements change, we may have components in inventory

that we may not be able to use. Most finished products are made only after we

receive orders, but for those that are not, we need to estimate what may not be

saleable. We regularly review inventory for slow moving items and write off all

items we do not expect to use in manufacturing, or finished products we do not

expect to sell. If actual usage of components or sales of finished goods

inventory is less than our estimates, we would be required to write off

additional inventory, which could have an adverse effect on our operating

results in the period in which the write-off occurs.
Property and equipment is carried at cost and depreciated on the

straight-line method over their estimated useful lives. The estimates of useful

lives are significant judgments in accounting for property and equipment,

particularly for molds and automated assembly machines that are custom made for

us. We may retire them on an accelerated basis if we replace them with larger or

more technologically advanced tooling. The remaining useful lives of all

property and equipment are reviewed regularly and lives are adjusted or assets

written off based on current estimates of future use. As part of that review,
10
property and equipment is reviewed for other indicators of impairment, but to

date we have not encountered circumstances indicating the carrying amount of an

asset, or group of assets, may not be recoverable. An unexpected shortening of

useful lives of property and equipment that significantly increases depreciation

provisions, or other circumstances causing us to record an impairment loss on

such assets, could have an adverse effect on our operating results in the period

in which the related charges are recorded.

NEW ACCOUNTING PRONOUNCEMENTS

-----------------------------
We have implemented all new accounting pronouncements that are in

effect and that may impact our consolidated financial statements and the effect

of such adoption was not material. We do not believe that there are any other

new accounting pronouncements that have been issued that might have a material

impact on our consolidated financial statements.

GENERAL
The following table sets forth the net revenues by product as a

percentage of total net sales for the periods indicated:
================================================== ========== ========== ========= ========== ========== ========== ==========

YTD YTD

PRODUCT LINE 2000 2001 2002 Q3-02 Q3-03 Q3-02 Q3-03

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------
CLAVE(R) 71% 74% 67% 69% 55% 72% 58%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Custom and Generic I.V. Systems 12% 13% 17% 20% 26% 17% 21%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Punctur-Guard(R) - - 1% - 6% - 6%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

CLC2000(R) 4% 3% 4% 4% 4% 4% 4%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Other Products 13% 10% 7% 7% 7% 7% 6%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

License, royalty and revenue share - - 4% - 2% - 5%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Total 100% 100% 100% 100% 100% 100% 100%

================================================== ========== ========== ========= ========== ========== ========== ==========
Most custom I.V. systems include one or more CLAVEs. Total CLAVE sales

including custom I.V. systems were 77% of net revenue in 2002, and 81% and 73%

of net revenue in the third quarters of 2002 and 2003, respectively, and 82% and

73% for the first nine months of 2002 and 2003, respectively.
We sell our products to independent distributors and through agreements

with Abbott Laboratories ("Abbott") (the "Abbott Agreements") and certain other

medical product manufacturers. Most independent distributors handle the full

line of our products. Abbott purchases CLAVE products, principally bulk,

non-sterile connectors. Abbott also purchases custom I.V. sets, the CLC2000, and

the Rhino, a low-priced connector specifically designed for Abbott. The Abbott

Agreements extend to December 2009 and have extension provisions beyond 2009. We

also sell certain other products to a number of other medical product

manufacturers.
In August 2003, Abbott announced that it plans to spin-off its core

Hospital Products Business to its stockholders in a new, independent entity. The

Hospital Products Business accounts for virtually all of our sales to Abbott. We

believe the spin-off is a positive development for us and will result in new

business opportunities with the new Hospital Products Company.
We believe that as the healthcare provider market continues to

consolidate, our success in marketing and distributing CLAVE products will

depend, in part, on our ability, either independently or through strategic

supply and distribution arrangements, to secure long-term CLAVE contracts with

major buying organizations. Further, our marketing and distribution strategy may

result in a significant share of our revenues being concentrated among a small
11
number of distributors and manufacturers. The loss of a strategic supply and

distribution agreement with a customer or the loss of a large contract by such a

customer could have a material adverse effect on our operating results.
We believe the success of the CLAVE has motivated, and will continue to

motivate others to develop one piece, swabbable, needleless connectors that may

incorporate many of the same functional and physical characteristics as the

CLAVE. We are aware of a number of such products. In response to competitive

pressure, we have been reducing prices to protect and expand our market,

although overall pricing has been stable recently. The price reductions to date

have been more than offset by increased volume. We expect that the average price

of our CLAVE products may continue to decline. There is no assurance that our

current or future products will be able to successfully compete with products

developed by others.
The federal Needlestick Safety and Prevention Act, enacted in November

2000, modified standards promulgated by the Occupational Safety and Health

Administration to require employers to use safety I.V. systems where appropriate

to reduce risk of injury to employees from needlesticks. We believe this law has

had and will continue to have a positive effect on sales of our needleless

systems, although we are unable to quantify the current or anticipated effect of

the law on our sales.
We are taking steps to reduce our dependence on our current proprietary

products. We are seeking to substantially expand our custom I.V. systems

business with products sold to medical product manufacturers and independent

distributors. Under one of our Abbott agreements, we manufacture all custom I.V.

sets for sale by Abbott and jointly promote the products under the name

SetSource(TM). We expect continuing significant increases in sales of custom

I.V. systems under this agreement. We also contract with group purchasing

organizations and independent dealer networks for inclusion of our custom I.V.

system products among those available to members of those entities. Custom I.V.

systems accounted for approximately $15.2 million of net sales in the first nine

months of 2003, including net sales under the Abbott SetSource program of

approximately $7.5 million. There is no assurance that either one of these

initiatives will continue to succeed.
In the fourth quarter of 2002 we acquired Bio-Plexus. Inc. for

approximately $8.8 million (before expenses), net of cash acquired, and

Bio-Plexus has been included in our consolidated financial statements since

October 31, 2002. Bio-Plexus's principal products are blood collection needles,

under the Punctur-Guard name, that are designed to eliminate exposure to sharp,

contaminated needles. Bio-Plexus's revenues in the first nine months of 2003

were $5.7 million, and its effect on net income was immaterial.
We have an ongoing program to increase systems capabilities, improve

manufacturing efficiency, reduce labor costs, reduce time needed to produce an

order, and minimize investment in inventory. The original focus on

labor-intensive production of custom I.V. systems was expanded to include all

automated manufacturing operations in San Clemente, California and the

Punctur-Guard manual and automated manufacturing in Connecticut. Manual assembly

is performed at our facility in Ensenada, Baja California, Mexico and our new

manufacturing facility in Roncanova de Gazzo, Italy. Molding and automated

assembly, except for that done in Connecticut, takes place in our San Clemente,

California facility. In the third quarter of 2002 we commenced use of automated

assembly equipment for the 1o2 Valve(R) and commenced use of automated assembly

equipment for the CLC2000 in the fourth quarter of 2002. Throughout 2002 and

through mid 2003 we added molding and automated assembly capacity for CLAVE

production. In the third quarter of 2002 we commenced a significant expansion of

our manual assembly capacity in Mexico; clean room and warehouse space was

completed in June 2003, and we expect to complete construction and installation

of an electron beam sterilizer by the end of 2003. All these steps have reduced

and will continue to reduce unit production costs. Ongoing steps also include

automation of the production of new products and other products for which volume

is growing. We have been considering establishment of production facilities

outside North America for some time, and in June 2003 we acquired a manufacturer

of I.V. sets in Italy. We continue to consider establishment of production

facilities in other areas. Because significant innovation is required to achieve

these goals, there is no assurance that these steps will achieve the desired
12
results. Further, our Connecticut and, more recently, our Italian facilities are

transitioning to our manufacturing methods, but there is no assurance as to the

completion or success of those transitions.
We distribute our products through three distribution channels. Net

sales for each distribution channel were as follows:

================================================== ========== ========== ========= ========== ========== ========== ==========

YTD YTD

CHANNEL 2000 2001 2002 Q3-02 Q3-03 Q3-02 Q3-03

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------
Medical product manufacturers 74% 72% 73% 71% 68% 74% 72%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Independent domestic distributors 21% 20% 19% 21% 25% 19% 23%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

International 5% 8% 8% 8% 7% 7% 5%

-------------------------------------------------- ---------- ---------- --------- ---------- ---------- ---------- ----------

Total 100% 100% 100% 100% 100% 100% 100%

================================================== ========== ========== ========= ========== ========== ========== ==========
QUARTER ENDED SEPTEMBER 30, 2003 COMPARED TO THE QUARTER ENDED SEPTEMBER 30,

----------------------------------------------------------------------------

2002

----
NET REVENUES increased $5,419,000, or approximately 27%, to $25,524,000

in the third quarter of 2003, compared to $20,105,000 during the same period

last year. The increase was principally attributable to a 62% increase in sales

of custom and generic I.V. systems and Punctur-Guard sales, which were not

included until the acquisition of Bio-Plexus in the fourth quarter of 2002.
Net sales to Abbott in the third quarter of 2003 were $16,370,000, as

compared with net sales of $12,051,000 in the third quarter of 2002. (Abbott

sales discussed in this paragraph do not include export sales.) Net sales of

CLAVE Products to Abbott, excluding custom I.V. systems, increased to

$11,911,000 in the third quarter of 2003 from $9,619,000 in the third quarter of

2002 due to an increase in unit volume partially offset by slightly lower

average selling prices. Most custom I.V. systems include a CLAVE. Net sales of

CLAVE Products to Abbott, including custom I.V. systems with CLAVE, increased to

$14,162,000 in the third quarter of 2003 from $10,796,000 in the third quarter

of 2002. Sales to Abbott under the SetSource program, which included custom I.V.

sets both with a CLAVE and without a CLAVE, approximated $3,096,000 in the third

quarter of 2003 as compared with approximately $1,580,000 in the third quarter

of 2002. We expect a substantial increase in CLAVE unit and dollar sales volume

with Abbott through the balance of 2003, as well as a significant increase in

SetSource unit and sales volume. Net sales of CLC2000 increased substantially

over those in the third quarter of 2002 on increased unit volume. We expect a

moderate increase in sales of the CLC2000 to Abbott in the fourth quarter of

2003 over levels of the fourth quarter of 2002. Sales of the Rhino were the same

in both years; we expect sales of the Rhino to decline in the future as the

market shifts to one piece, swabbable, needleless technology. There is no

assurance as to the amount of any future sales to Abbott.
In connection with the settlement in November 2002 of our contract

litigation against B. Braun, we terminated the manufacture and supply agreement

under which we sold CLAVE products to B. Braun effective December 31, 2002. We

continue to vigorously pursue patent litigation that we brought against B. Braun

in 2001. See Part II, Item 1. Legal Proceedings. As a result of the termination

of the manufacture and supply agreement for CLAVE products, CLAVE product sales

to B. Braun decreased from $1,810,000 in the third quarter of 2002 to zero in

the third quarter of 2003, and total net revenue from B. Braun declined from

$2,218,000 in the third quarter of 2002 to $266,000 in the third quarter of

2003. There will be no CLAVE product sales to B. Braun in the future. While the

termination of the B. Braun CLAVE agreement could have an adverse effect on us,

we believe any adverse effect will be short-term and we do not believe there

will be any adverse long-term effects. The short-term effect is because B. Braun

is selling orders from inventory of CLAVE products, and we will not receive

orders to replenish that inventory until such time as customers order from

alternative CLAVE distribution channels. We do expect to lose some sales unit

volume to B. Braun products that compete with CLAVE, but we believe many of B.

Braun's customers prefer the CLAVE to B. Braun's products and that many of them

will continue to buy CLAVE products through either Abbott or our independent

distributors when they are no longer available from B. Braun. We estimate, based
13
on market information received from the distribution channels, that we have

secured as customers for future sales approximately 47% of the unit volume of

CLAVE products formerly sold by B. Braun through the end of August 2003. B.

Braun is still supplying CLAVE product to at least some of their customers. We

believe that the percentage of unit volume secured will increase when CLAVE

products are no longer available from B. Braun. To the extent that customers'

needs are filled through independent distributors, we generate higher revenue

and profit per CLAVE connector, because independent distributors purchase

packaged sterilized products, often complete I.V. sets, from us at higher prices

than the bulk nonsterile CLAVE sites which accounted for most of the CLAVEs that

we sold to B. Braun. We have contracts to supply B. Braun a protected needle

product, and B. Braun pays us under the Safeline revenue sharing agreement. We

expect both of these revenue streams to continue to decrease as the market

shifts to one piece, swabbable, needleless technology.
Net sales to independent domestic distributors increased approximately

54% from $4,214,000 in the third quarter of 2002 to $6,491,000 in the third

quarter of 2003. This increase in sales to independent distributors is

attributed to the inclusion of $1,612,000 of Punctur-Guard product sales and

increased sales to independent distributors of CLAVE products and custom I.V.

systems with CLAVEs. We believe this increase in sales of CLAVE and custom I.V.

systems with CLAVEs is because of acquisition by our independent distributors of

market share from B. Braun, and we expect a continued increase in unit sales of

CLAVE and custom I.V. systems with CLAVEs to independent domestic distributors.

There is no assurance as to the amount of any future sales increases to the

independent domestic distributors.
Total net sales to international distributors (excluding Canada) were

$1,649,000 in the third quarter of 2003, as compared with $1,527,000 in the

third quarter of 2002. The increase in the third quarter of 2003 was principally

because of an increase in custom set product sales, offset by a decrease in

CLAVE product sales. Many of our distributors are meeting demand for CLAVE

products from existing inventories, and we now expect continuing weakness in

CLAVE product sales to international distributors through the balance of 2003,

with a resumption of growth in the first half of 2004. We have distribution

arrangements in the principal countries in Western Europe, the Pacific Rim,

Latin America and in South Africa. Furthermore, we have been increasing the

number of our international business development managers. We expect increases

in sales to foreign distributors in the future, although there is no assurance

that those expectations will be realized.
Total net sales of CLAVE Products (excluding custom CLAVE I.V. systems)

increased slightly from $13,820,000 in the third quarter of 2002 to $13,991,000

in the third quarter of 2003, or 1%. Total net sales of CLAVE Products including

custom I.V. systems with CLAVE increased from $16,243,000 in the third quarter

of 2002 to $18,715,000, or 12%, in the third quarter of 2003. This was due to an

increase in unit shipments to Abbott and domestic distributors, partially offset

by decreased unit shipments to international distributors and the absence of

shipments to B. Braun. We expect continued growth in CLAVE unit and dollar sales

volume in the fourth quarter of 2003, notwithstanding the termination of

distribution to B. Braun because of the large growth that we expect in our other

distribution channels. However, we give no assurance that the expectations will

be realized.
In October 2001, we commenced production of the "MicroCLAVE(R)." It is

smaller than the existing CLAVE but is functionally similar. We market it as an

extension of the CLAVE product line for use where its smaller size is

advantageous, such as pediatric care. Sales are included in CLAVE product sales.
Net sales of custom and generic I.V. systems, which included custom

I.V. sets, both with a CLAVE and without a CLAVE, were $6,681,000 in the third

quarter of 2003 compared to $3,962,000 in the third quarter of 2002, a

$2,719,000, or 69% increase on increased unit volume. Slightly over half of the

increase was in the Abbott SetSource program.
We acquired the Punctur-Guard product line and technology with the

purchase of Bio-Plexus on October 31, 2002. We now produce the Punctur-Guard

line of products and also license the technology to two medical device

manufacturers for use in catheters. We spent most of the first half of 2003

making improvements on the Punctur-Guard products and manufacturing processes.

Pending completion of those efforts, we did not actively promote sales of those
14
products. Improvements were completed on the Winged Set products and they were

re-launched on March 1, 2003. Improvements on the blood collection needles were

completed and we started selling the improved product in late September 2003.

Sales of Punctur-Guard products (excluding royalties) were $1,652,000 in the

third quarter of 2003 as compared to $1,618,000 in the first quarter of 2003 and

$1,734,000 in the second quarter of 2003. We expect sales of those products to

increase in the future, but we give no assurance that such increases will be

achieved.
The 1o2 Valve is the first one-way or two-way drug delivery system in

the marketplace. In the third quarter of 2002, we began using automated assembly

equipment to better meet the demand for the 1o2 Valve. Most 1o2 Valve sales are

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