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



         Date of report (Date of earliest event reported): May 27, 1999



                                   Empi, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)


             0-9387                                            41-1310335
(Commission File Number)                 (I.R.S. Employer Identification Number)


                                599 Cardigan Road
                            St. Paul, Minnesota 55126
               (Address of Principal Executive Offices) (Zip Code)


                                  651-415-9000
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)








Item 5.  Other Events

         On May 27, 1999, Empi, Inc. ("Empi") issued a press release announcing
the signing of a definitive merger agreement with an affiliate of The Carlyle
Group, pursuant to which all of Empi's outstanding Common Stock and the Common
Stock underlying all unexercised stock options would be acquired for $26.50 per
share. The full text of the press release is set forth in Exhibit 99 attached
hereto and is incorporated in this Report as if fully set forth herein.


Item 7.  Financial Statements and Exhibits.

         (a)      Financial statements:  None.

         (b)      Pro forma financial information:  None.

         (c)      Exhibits:

                  Exhibit 99.       Press release dated May 27, 1999.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Empi has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Dated:  June 4, 1999

                              EMPI, INC.



                               By /s/ Joseph E. Laptewicz
                                  Joseph E. Laptewicz, Chief Executive Officer










                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   EMPI, INC.
                            EXHIBIT INDEX TO FORM 8-K



Date of Report:                                   Commission File No.:
May 27, 1999                                                 0-9387

                                   EMPI, INC.


EXHIBIT NO.                ITEM

         99                Press Release dated May 27, 1999

EX-99

                                                                     EXHIBIT 99

Empi, Inc.
599 Cardigan Road
St. Paul, MN  55126

CONTACT:  Patrick Spangler (651) 415-7404

FOR IMMEDIATE RELEASE

EMPI, INC. ANNOUNCES AGREEMENT TO SELL THE COMPANY TO THE CARLYLE GROUP FOR
$26.50 PER SHARE


         Empi, Inc. today announced that it has signed a definitive merger
agreement with an affiliate of The Carlyle Group for the acquisition of Empi in
a cash merger.

         Under the terms of the merger agreement, which was unanimously approved
by a special committee of the Board of Directors and the full Board of Directors
of Empi, an affiliate of The Carlyle Group will merge with Empi in a transaction
in which Empi shareholders will receive consideration of $26.50 per share in
cash.

         Joseph Laptewicz, Chairman and Chief Executive Officer of Empi, said,
"We are extremely pleased to have reached a definitive agreement with The
Carlyle Group. The overall value of the proposed merger reflects favorably upon
Empi and the hard work of its employees in generating average EPS growth in
excess of 23% per year over the last three years, despite a challenging business
climate in our industry and declining valuations for small cap companies in
general."

         Carlyle is a global investment firm that originates, structures and
acts as lead equity investor in recapitalizations, strategic minority equity
investments, venture capital financings, consolidations and growth capital
financings. Founded in 1987, Carlyle has invested over $2.5 billion in equity
transactions, and currently has approximately $5.0 billion of capital under
management. Glenn Youngkin, managing director of The Carlyle Group, said,
"Carlyle is tremendously pleased to be partnering with Empi, and we are looking
forward to working with Empi's management team and building on the successful
model that they have developed." Carlyle does not anticipate any significant
changes in management or in the nature or location of Empi's operations.

         Consummation of the merger is subject to satisfaction of various
conditions including approval of the transaction by the shareholders of Empi. It
is expected that a meeting of Empi's shareholders to vote on the merger will
take place in the third quarter of this year and, if approved, closing of the
transaction will occur shortly thereafter.

         Empi is a leading supplier of electrotherapy, iontophoretic drug
delivery, orthotic and incontinence treatment products to the orthopedic
rehabilitation and incontinence treatment markets it serves. Empi develops,
manufactures and markets products, supported by clinical research, that improve
the quality of life for patients with functional disabilities, and are used in
both the clinic and home setting. Lazard Freres & Co. LLC served as financial
advisors to Empi. The company's shares are traded on Nasdaq Stock Market's
National Market under the symbol "EMPI."

         Note: This press release contains "forward-looking statements" within
the meaning of federal securities law, including statements concerning
anticipated future events and expectations that are not historical facts. The
forward-looking statements in this press release are subject to numerous risks
and uncertainties, which could cause actual results to differ materially from
those expressed in or implied by the statements herein. Additional information
concerning potential factors that could affect future financial results is
included in both Empi's Annual Reports and on the Form 10-K for the year ended
December 31, 1998.