-----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, K4eSBtV9bxJ03S5O8PoWBACC8Aok1cWIslY8mElTK14FlG6hU4fJfoekYG6Kd0E9 Jro8NALObKrbq32pNMmkmg== 0000950112-95-003312.txt : 19951229 0000950112-95-003312.hdr.sgml : 19951229 ACCESSION NUMBER: 0000950112-95-003312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951227 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951228 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORDIS CORP CENTRAL INDEX KEY: 0000024654 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 590870525 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03274 FILM NUMBER: 95604990 BUSINESS ADDRESS: STREET 1: 5200 BLUE LAGOON DR STREET 2: STE 200 CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 3058242000 MAIL ADDRESS: STREET 1: 14201 N W 60TH CITY: MIAMI LAKES STATE: FL ZIP: 33014 8-K 1 CORDIS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 1995 CORDIS CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 0-3274 59-0870525 (State of other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation or Number) organization) 5200 BLUE LAGOON DRIVE 33126 SUITE 200 (Zip Code) MIAMI, FLORIDA Registrant's telephone number, including area code (305) 824-2000 2 Item 5. Other Events On December 27, 1995, Cordis Corporation, a Florida corporation (the "Company"), Johnson & Johnson, a New Jersey corporation ("J&J"), and JNJ Merger Corp., a Florida corporation and a wholly owned subsidiary of J&J ("JNJ"), entered into a First Amendment (the "First Amendment") to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 12, among J&J, JNJ and the Company to extend until January 22, 1996, the period during which J&J has the right to terminate the Merger Agreement based on its due diligence review of the Company. A copy of the Company's and J&J's joint press release dated December 27, 1995 is attached hereto as Exhibit 99 and is incorporated herein by reference. A copy of the First Amendment is attached hereto as Exhibit No. 2, and is incorporated herein by reference. Item 7. Financial Statement and Exhibits. (c) Exhibits. (2) - First Amendment, dated as of December 27 to the Agreement and Plan Merger dated as of November 12, 1995, among Johnson & Johnson, JNJ Merger Corp. and Cordis Corporation. (99) - Joint Press Release of Cordis Corporation and Johnson & Johnson dated December 27, 1995. 3 SIGNATURE 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. CORDIS CORPORATION By: /s/ Alfred J. Novak ---------------------- ALFRED J. NOVAK Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description Page ----------- ----------- ---- 2 First Amendment, dated as of December 27, 1995 to the Agreement and Plan of Merger dated as of November 12, 1995 among Johnson & Johnson, JNJ Merger Corp. and Cordis Corporation. 99 Joint Press Release of Cordis Corporation and Johnson & Johnson dated December 27, 1995. EX-2 2 FIRST AMENDMENT, dated as of December 27, 1995 (the "First Amendment"), among JOHNSON & JOHNSON , a New Jersey corporation ( "Parent "), JNJ MERGER CORP., a Florida corporation ("Sub"), and CORDIS CORPORATION, a Florida corporation (the "Company"), to the AGREEMENT AND PLAN OF MERGER dated as of November 12, 1995 (the "Merger Agreement"), among Parent, Sub and the Company. WHEREAS Parent, Sub and the Company each desire to amend the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: 1. SECTION 7.01(e) of the Merger Agreement is hereby amended to read in its entirety as follows: "(e) by Parent at any time during the period from November 12, 1995 until 6:00p.m. (New York City time) on January 22, 1996 (or such earlier date or time elected by Parent pursuant to Section 4.02(e) or Section 4.02 (f)) (such period , The "Termination Period"), if Parent in its sole judgment determines, based on its due diligence review of the Company, that it is inadvisable to proceed with the Merger." 2. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on 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. in WITNESS WHEREOF, Parent, Sub and the Company have caused this First Amendment to be signed by their. respective officers thereunto duly authorized as of the date first written above. JOHNSON & JOHNSON by /s/ J.T. Lenehan -------------------------------- Name: J.T. Lenehan Title: Member Executive Committee JNJ MERGER CORP., by /s/ J.S. Orban ------------------------------- Name: J.S. Orban Title: President CORDIS CORPORATION, by /s/ Robert C. Strauss ------------------------------- Name: Robert C. Strauss Title: Chairman, President and Chief Executive Officer EX-99 3 NEWS RELEASE CORDIS Johnson & Johnson Cordis Corporation Cordis Corporation F. Robert Kniffin Chick McDowell 14201 N.W. 60th Avenue (908) 524-3535 (305) 824-2821 Miami Lakes, Fl 33014 (305) 824-2000 (305) 824-2080 Fax Annie H. Lo Fred Garcia or Gene Donati Mailing Address: (908) 524-6491 Clark & Weinstock P.O. Box 025700 (212) 953-2550 Miami, Fl 33102-6700 For Immediate Release: December 27, 1995 Johnson & Johnson and Cordis Corporation Extend Due Diligence Review Period New Brunswick, NJ, and Miami, Fl, (Dec 27) -Johnson & Johnson (NYSE-JNJ) and Cordis Corporation (NASDAQ:CORD) today announced that they have amended their previously announced merger agreement to extend until January 22, 1996, the period during which Johnson & Johnson has the right to terminate the merger agreement based on its due diligence review of Cordis. -----END PRIVACY-ENHANCED MESSAGE-----