-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LgVXX1a8BbZaInDiQCAPKeQIG/8HczETs619UFi7TUSyjHjKmI8U7u0IYiq5pvyY AHrEtPXzpfdPh/buuZVg0g== 0000891618-01-502648.txt : 20020413 0000891618-01-502648.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891618-01-502648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYTEL MEDICAL CORP CENTRAL INDEX KEY: 0001002017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 942787342 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27186 FILM NUMBER: 1816222 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DR STREET 2: STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 6503490800 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 8-K 1 f77946e8-k.txt FORM 8-K 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 December 18, 2001 --------------------------------------------- (Date of Report; Date of Earliest Event Reported) Raytel Medical Corporation --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ------------------------------------ (State or other jurisdiction of incorporation) 000-27186 942787342 ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 2755 Campus Drive, San Mateo, California 94403 - ---------------------------------------- ---------- (address of principal executive offices) (Zip Code)
(650) 349-0800 ------------------------------------------ (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. Raytel Medical Corporation (Nasdaq: RTEL) (the "Company") hereby incorporates by reference a press release from the Company dated December 18, 2001, which is filed herein as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits:
Exhibit No. Description ----------- ----------- 99.1 Press Release dated December 18, 2001. 99.2 Letter Agreement dated December 6, 2001 by and between RT Acquisition Group, Inc. and Raytel Medical Corporation.
-2- 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 hereunto duly authorized. RAYTEL MEDICAL CORPORATION Date: December 18, 2001 By: John F. Lawler, Jr. ------------------------------------------------ John F. Lawler, Jr. Vice President and Chief Financial Officer
-3- EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 99.1 Press Release dated December 18, 2001 99.2 Letter Agreement dated December 6, 2001 by and between RT Acquisition Group, Inc. and Raytel Medical Corporation.
-4- EX-99.1 3 f77946ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: John F. Lawler, Jr., Vice President and Chief Financial Officer (800) 367-1095 RAYTEL ANNOUNCES FILING OF AMENDED SCHEDULE 13-D DISCLOSING REVISED BID FOR THE COMPANY BY EXPANDED STOCKHOLDER GROUP; ALSO RECEIVES ADDITIONAL CONFIDENTIAL EXPRESSIONS OF INTEREST SAN MATEO, CA/December 18, 2001 -- Raytel Medical Corporation (Nasdaq: RTEL) (the "Company") announced today that investors who previously filed a Schedule 13-D on October 1, 2001 have amended their filing. The investors include Richard F. Bader, the Company's Chairman and Chief Executive Officer, Albert J. Henry, an investor and former director of the Company, and RT Acquisition Group, Inc. ("RTA"), an entity formed by Mssrs. Bader and Henry in order to evaluate the feasibility of entering into discussions with a Special Committee of the Company's Board of Directors regarding a possible acquisition of the Company by them. The amended Schedule 13-D disclosed that Balfour LLC, an entity controlled by Mr. Rory Riggs, a stockholder of the Company, has agreed to act in concert with the other filing stockholders for the purposes of submitting to the Special Committee's financial advisers a non-binding proposal regarding a possible acquisition of the Company by RTA. The filing also disclosed a proposal by RTA to acquire all of the outstanding shares of common stock of the Company not owned by Mssrs. Bader, Henry, and Riggs and RTA and Balfour LLC (collectively, the "RTA Bidding Group"). Raytel's Board of Directors, on the recommendation of the Special Committee and with Mr. Bader abstaining, has granted to the RTA Bidding Group a limited waiver of the Rights Agreement dated as of August 14, 1998 between the Company and BankBoston, N.A. to the extent necessary to permit the RTA Bidding Group to evaluate, prepare, negotiate and finance a potential acquisition of the Company. The waiver from the Rights Agreement is conditioned upon the RTA Bidding Group and its affiliates both holding less than 25% of the beneficial ownership of the outstanding common stock of the Company and not acquiring additional securities of the Company. For stockholders outside of the RTA Bidding Group, or in the event that the RTA Bidding Group violates the conditions to the limited waiver, the triggering level under the Rights Agreement remains ownership of 15% or greater of Raytel's outstanding shares without the prior approval of the Company's Board of Directors. In addition, on December 6, 2001, the Special Committee of the Board of Directors and RTA entered into a letter agreement under which the Company has agreed to advance $75,000 to RTA to reimburse RTA for certain expenses incurred by RTA in connection with a potential transaction, including the expenses of RTA's financial advisers and counsel. The expense reimbursement is refundable by RTA to the Company only in the 1 event that RTA acts in concert with another party who is in the Company's industry, or an affiliate of such party. As previously announced by the Company, the Company's Board of Directors has appointed a Special Committee consisting of independent directors Gene I. Miller and Allan Zinberg to act on the Board's behalf. The Special Committee has engaged Houlihan, Lokey, Howard & Zukin Capital, Inc. to advise the Special Committee with respect to the proposal and any potential alternative transactions and has engaged counsel for the Special Committee. The Special Committee has advised the Company that its financial advisers have recently received additional confidential non-binding expressions of interest to acquire the Company from unaffiliated third parties who, unlike the RTA Bidding Group, are not subject to the beneficial ownership disclosure requirements under federal securities laws applicable to stockholders or groups of stockholders who hold in excess of 5% the Company's outstanding common stock and who, accordingly, have not made public their expressions of interest. The Special Committee has also advised the Company that it is undertaking a review of all the expressions of interest, which are subject to various conditions. There is no present agreement between any member of the bidding parties and the Company. There can be no assurance that the Special Committee will recommend to the Board any acquisition proposal, or that any acquisition proposal, if recommended by the Special Committee and approved by the Board, will be consummated. In the absence of any subsequent event that would cause the Company to make a different determination, the Company does not currently intend to announce the outcome of the Special Committee's deliberations until either a definitive agreement has been entered into or the Special Committee has discontinued its work. ABOUT RAYTEL Raytel (www.raytel.com), headquartered in San Mateo, Calif., is a leading provider of services and efficient dissemination of technical information to physicians and patients utilizing telephone technology and the delivery of diagnostic information over secure Internet links, as well as ambulatory diagnostic imaging facilities for general as well as cardiac imaging. Annually, Raytel provides cardiac testing and pacemaker monitoring services to over 175,000 patients who are referred by approximately 10,000 physicians. Using Raytel's Patient Management Database, some these physicians access their patient test results. Raytel has a database of more than 500 different pacemaker models, which it relies upon in the preparation of this information. Raytel's imaging operations include MRI, CT, Cardiac Catheterization, Nuclear Cameras and other radiological exams provided in convenient, state-of-the-art facilities. The imaging operations also include a 2 network with over 550 multi-modality diagnostic imaging facilities located throughout the East Coast. The network provides services to over 600,000 beneficiaries participating in occupational injury and management programs and group health plans. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding Raytel's expectations, beliefs, intentions, or strategies regarding the future. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These risks include that the Special Committee may not recommend any acquisition proposal and that any acquisition proposal, if recommended by the Special Committee and approved by the Board, may not be consummated. Other risks relating to Raytel's business are described in more detail in Raytel's Form 10-K Report for its fiscal year ended September 30, 2000, its Form 10-Q Report for the quarter ended June 30, 2001, and other reports filed from time to time with the Securities and Exchange Commission. 3 EX-99.2 4 f77946ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 RT ACQUISITION GROUP, INC. P.O. Box 148 Lake Forest, IL 60045 December 6, 2001 CONFIDENTIAL Raytel Medical Corporation 2755 Campus Dr., Ste. 200 San Mateo, CA 94403-2515 Attn: Special Committee of Board of Directors Gentlemen: We propose to explore with you the feasibility of Raytel Medical Corporation, a Delaware corporation ("Company"), entering into discussions with RT Acquisition Group ("Acquiror"), regarding a potential business combination transaction (a "Transaction"). As you are aware, Richard. F. Bader ("Bader") is a principal stockholder, officer and director of Acquiror and Acquiror's current intention is to evaluate the possibility of submitting a bid with respect to a potential Transaction. In the event that the Company and Acquiror determine that it is advisable to enter into such discussions, Acquiror will expend substantial amounts of resources in evaluating and negotiating the terms of a Transaction and in arranging financing and preparing a bid in connection therewith. In consideration of the foregoing and of the mutual covenants set forth below, Acquiror and Company hereby agree as follows: 1. Expenses. (a) Upon execution and delivery of this letter and the form of confidentiality agreement attached hereto as Exhibit A (the "Confidentiality Agreement"), Company agrees to pay $75,000 to Acquiror to reimburse Acquiror for certain of its out-of-pocket expenses that it incurs in conducting due diligence and evaluating, negotiating and structuring a Transaction (including securities law compliance) and preparing a formal bid to acquire Company and related financing arrangements, including the reasonable fees and expenses of RBC Dain Rauscher Wessels ("DRW"), Acquiror's financial advisors, and Wilson Sonsini Goodrich & Rosati, Acquiror's legal advisors. Of the $75,000 amount, $25,000 will be paid immediately and the remaining $50,000 will be paid by the Company to DRW as Acquiror's nonrefundable retainer upon the written direction of Acquiror. (b) Acquiror shall promptly refund the entire payment to Company if Acquiror (or any affiliate (as defined below) of Acquiror), directly or indirectly, acts in concert in any manner (other than by participating in preliminary discussions) with a Strategic Buyer (as defined below) in making a written bid to acquire Company. As used herein, (i) a "Strategic Buyer" means (a) any person or entity engaged (other than to an insubstantial extent) in the industry in which Company is engaged or (b) any affiliate of any person or entity described in clause (a), and (ii) an "affiliate" of a person or entity means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person or entity. 2. Limited Consent Pursuant to Rights Agreement. This letter agreement, the Confidentiality Agreement and the Company's obligation to pay $75,000 to Acquiror (as set forth in paragraph 1 herein) is subject to and conditioned upon the adoption by the Board of Directors of the Company of a consent to the right of Acquiror to enter into agreements, arrangements or understandings with existing shareholders of the Company to become equity or debt participants in Acquiror for the sole purpose of assisting Acquiror in evaluating, preparing, negotiating and financing a Transaction, provided however, that Acquiror, its shareholders, any existing shareholders of the Company that enter into any such agreements, arrangements or understandings with Acquiror and any of their affiliates or associates (collectively, the "Group") do not hold in the aggregate in excess of 25% of the beneficial ownership of the outstanding common stock of the Company. Such consent shall extend only to the participation by such Group in the evaluation, preparation, negotiation and financing of a bid by Acquiror, and if accepted, to participate in a Transaction, and not to any other action by the Group or any of its members, including but not limited to the acquisition of additional Company securities. If such bid is not accepted by the Special Committee of the Board of Directors (the "Special Committee"), then such Group shall be disbanded and the consent shall be revoked as to any further transaction proposed by such Group or any further action proposed to be taken which involves the Acquiror and any member of the Group. Acquiror hereby agrees that so long as the Group exists, none of its members shall enter into any arrangement to act in concert to oppose or block a Transaction approved by the Special Committee or the Board of Directors. The Special Committee agrees to promptly recommend to the Board of Directors of the Company to take such steps to accomplish the foregoing, including a limited waiver to the Rights Agreement dated as of August 14, 1998 between the Company and BankBoston, N.A. In addition, the Special Committee agrees to promptly recommend to the Board of Directors to take such action as shall be necessary (including approving the right of Acquiror to enter into agreements, arrangements or understandings with existing shareholders of the Company to become equity or debt participants in Acquiror for the sole purpose of assisting Acquiror in evaluating, preparing, negotiating and financing a Transaction, subject to the limitations provided herein) to render the restrictions on business combinations imposed by Section 203 of the Delaware General Corporation Law inapplicable to a Transaction with Acquiror so long as the Transaction is approved by the Special Committee or Board of Directors and that the limitations set forth above on the formation and activities of the Group are adhered to. 3. Governing Law. This letter agreement shall be governed by the internal laws of the State of California applicable to contracts wholly executed and performed therein. 4. General. This letter agreement contains the entire agreement between Acquiror and Company with respect to the subject matter hereof, and supersedes all prior agreements with respect thereto. This letter agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Signatures may be exchanged by facsimile. Each of the parties agrees that it will be bound by its own facsimile signature and that it accepts the facsimile signature of the other party. This letter agreement may be amended, and its terms may be waived, only by a written instrument signed by Acquiror and Company (and approved by the Special Committee of the Board of Directors so long as it exists) or, in the case of a waiver, by the party waiving compliance. Acquiror acknowledges and agrees that Company reserves the right, in its sole and absolute discretion, (i) to reject any or all proposals regarding a Transaction, and (ii) to negotiate with one or more prospective purchasers at any time and to enter into agreements with respect to the acquisition of Company without prior notice to Acquiror. Each party acknowledges and agrees that either party reserves the right, in its sole and absolute discretion, to terminate at any time discussions and negotiations with the other party regarding a Transaction, and that Company and Acquiror shall have no obligation to consummate a Transaction unless and until a definitive agreement is reached, and in such case shall be subject in all respects to the satisfaction of the conditions contained therein, and neither party hereto shall have any liability to the other if the party fails for any reason to execute such a definitive agreement. [balance of page intentionally left blank] Please contact our counsel, Michael Dorf of Wilson Sonsini Goodrich & Rosati, at (415) 947-2005 if you have any questions regarding the content of this letter agreement. Upon each of Company and Acquiror determining that it is advisable to enter into discussions regarding a Transaction, each of Company and Acquiror shall enter into this letter agreement by executing it in the space provided below and returning the execution page to the other party at its earliest convenience. We look forward to the entry into and successful completion of the discussions contemplated by this letter agreement. Very truly yours, RT ACQUISITION GROUP /s/ Albert Henry _______________________________________ Albert Henry AGREED TO AND ACCEPTED: RAYTEL MEDICAL CORPORATION By: /s/ Swapan Sen ________________________________ Name: Swapan Sen Title: Senior Vice President Dated: December 6, 2001 -----END PRIVACY-ENHANCED MESSAGE-----