-----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, Nqqp8xfo45YDdgLWMDZgrAIXpGpX8kWA29f2kFjGffkE4q3iYUTCz4q68Jm9Td1X G5/34XUJzCY75xDj86TynQ== /in/edgar/work/0001012870-00-005088/0001012870-00-005088.txt : 20001003 0001012870-00-005088.hdr.sgml : 20001003 ACCESSION NUMBER: 0001012870-00-005088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000927 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACUSON CORP CENTRAL INDEX KEY: 0000717014 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 942784998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10068 FILM NUMBER: 733434 BUSINESS ADDRESS: STREET 1: 1220 CHARLESTON RD STREET 2: PO BOX 7393 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039 BUSINESS PHONE: 4159699112 MAIL ADDRESS: STREET 1: P O BOX 7393 STREET 2: 1220 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 74039 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2000 ACUSON CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-10068 94-2784998 (Commission File No.) (IRS Employer Identification No.) 1220 Charleston Road Mountain View, CA 94039-7393 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (650) 969-9112 --------------------- Item 5. Other Events This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward- looking statements contained herein involve risks and uncertainties, including those relating to the possible inability to complete the transaction involving Acuson Corporation, a Delaware corporation ("Acuson"), and Siemens Corporation, a Delaware corporation ("Siemens"), as scheduled, or at all, and those associated with the ability of the combined company to achieve the anticipated benefits of the transaction. Actual results and developments may differ materially from those described or incorporated by reference in this Report. For more information about Acuson and risks arising when investing in Acuson, investors are directed to Acuson's most recent report on Form 10-K as filed with the Securities and Exchange Commission. On September 27, 2000, Acuson announced that it entered into a definitive agreement with Siemens under which Siemens will acquire through a wholly owned subsidiary for cash all of the outstanding stock of Acuson through a two-step transaction comprised of a tender offer followed by a merger. The definitive merger agreement is subject to the satisfaction of certain conditions contained therein, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of the necessary clearance from the German antitrust authority. Acuson's press release, dated September 27, 2000, entitled "Acuson Corporation Announces Definitive Merger Agreement with Siemens" is attached hereto as Exhibit 99.1. In connection with the execution of the merger agreement, Acuson amended its stockholders' rights plan to provide, among other things, that no person or entity would be considered to be an "acquiring person" thereunder by reason of any transaction contemplated by the merger agreement. The amendment, dated September 26, 2000, to Acuson's amended and restated rights agreement, dated September 26, 2000, is attached hereto as Exhibit 4.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit Number Description ------ ----------- 4.1 Amendment to Amended and Restated Rights Agreement Between Acuson Corporation and BankBoston, N.A., dated September 26, 2000. 99.1 Press Release dated September 27, 2000. 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. ACUSON CORPORATION Dated: October 2, 2000 By: /s/ Charles H. Dearborn ------------------------------------ Charles H. Dearborn Vice President, Human Resources and Legal Affairs, General Counsel and Secretary 3 EX-4.1 2 0002.txt AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN ACUSON CORPORATION AND BANKBOSTON, N.A. This Amendment To Amended and Restated Rights Agreement (the "Amendment") is made this 26th day of September, 2000, by and between Acuson Corporation, a Delaware corporation (the "Company"), and BankBoston, N.A., a national banking association (the "Rights Agent"). WHEREAS, the Company is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), among the Company, Siemens Corporation, a Delaware corporation ("Parent"), and Sigma Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Subsidiary"), pursuant to which (i) Subsidiary will commence a tender offer within the meaning of the Securities Exchange Act of 1934, as amended, for all of the outstanding common stock, $0.001 par value per share, of the Company and (ii) if the tender offer is consummated, Subsidiary will merge with and into the Company, and the Company will survive as a wholly owned subsidiary of Parent; WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of June 8, 1998 as amended and restated by that certain Amended and Restated Rights Agreement, dated as of November 5, 1998 (the "Rights Agreement"); WHEREAS, the Company desires to amend the Rights Agreement in connection with the execution and delivery of the Merger Agreement; and WHEREAS, the Board of Directors of the Company has approved this Amendment and authorized its appropriate officers to execute and deliver the same to the Rights Agent. NOW, THEREFORE, in accordance with the procedures for amendment of the Rights Agreement set forth in Section 26 thereof, and in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the rights agreement. 2. The definition of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is amended by adding the following sentence to the end of that section: Notwithstanding the foregoing, no Person shall be or become an Acquiring Person by reason of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of September 26, 2000, among Siemens Corporation, a Delaware corporation ("Parent"), Sigma Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") and the Company (the "Merger Agreement") or the execution of any amendment thereto, (ii) the commencement by Merger Sub of a tender offer within the meaning of the Exchange Act for all of the outstanding Company Common Stock pursuant to the Merger Agreement (the "Tender Offer"), (iii) the merger of Merger Sub with and into the Company, or (iv) the consummation of any other transaction contemplated by the Merger Agreement, as it may be amended from time to time. 3. The definition of "Stock Acquisition Date" in Section l(u) of the Rights Agreement is hereby amended by adding the following sentence to the end of that section: Notwithstanding anything else set forth in this Agreement, a Stock Acquisition Date shall not be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the commencement or consummation of the Tender Offer, (iii) the merger of Merger Sub with and into the Company, or (iv) the consummation of any other transaction contemplated by the Merger Agreement. 4. Section 3(a) of the Rights Agreement is hereby amended by adding the following sentence to the end of that section: Notwithstanding anything else set forth in this Agreement, no Distribution Date shall be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the commencement or consummation of the Tender Offer, (iii) the merger of Merger Sub with and into the Company, or (iv) the consummation of any other transaction contemplated by the Merger Agreement. 5. Section 11(a)(ii) is hereby amended by adding the following sentence to the end of that section: Notwithstanding anything else set forth in this Agreement, no event requiring an adjustment under this Section 11(a)(ii) shall be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the commencement or consummation of the Tender Offer, (iii) the merger of Merger Sub with and into the Company, or (iv) the consummation of any other transaction contemplated by the Merger Agreement. 6. Section 11(n)(i) of the Rights Agreement is hereby amended to read as follows: (i) consolidate with any other Person (other than (y) a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof or (z) Merger Sub pursuant to the Merger Agreement), 7. Section 11(n)(ii) of the Rights Agreement is hereby amended to read as follows: merge with or into any other Person (other than (y) a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof or (z) Merger Sub pursuant to the Merger Agreement), or 8. Clause "(y)" of Section 13(a) is hereby amended to read as follows: (y) any Person (other than (i) a wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof or (ii) Merger Sub pursuant to the Merger Agreement) shall consolidate with, or merge with or into, the Company, and the Company shall be the surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or 9. The first phrase of Section 13(c) of the Rights Agreement is hereby amended to read as follows: The Company shall not consummate any such consolidation, merger (other than the merger of Merger Sub with and into the Company), sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13, and unless prior thereto the Company and such Principal Party and each other Person who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of assets mentioned in this paragraph (a) of this Section 13, the Principal Party at its own expense will: ... The remaining portion of Section 13(c) shall be unchanged and shall remain in full force and effect. 10. Section 13(f) of the Rights Agreement is hereby amended to read as follows: (f) Notwithstanding anything contained herein to the contrary, in the event of the closing of any merger or other acquisition transaction involving the Company (including the consummation of the Tender Offer pursuant to the Merger Agreement) pursuant to a merger or other acquisition agreement between the Company and any Person (or one or more of such Person's Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Person, this Agreement and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7(a) hereof. 11. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms. 12. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 13. Nothing in this Amendment shall be construed to give to any person or corporation other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Company Common Stock) any legal or equitable right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Company Common Stock). 14. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 15. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 16. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 17. The Company hereby certifies to the Rights Agent that this Amendment is in compliance with Section 26 of the Rights Agreement. In Witness Whereof, the parties herein have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Acuson Corporation By: /s/ Samuel H. Maslak -------------------- Name: Samuel H. Maslak Title: Chairman of the Board and Chief Executive Officer Attest:/s/ Charles H. Dearborn ----------------------- Name: Charles H. Dearborn Title: Secretary Fleet National Bank By: /s/ M. Prentice --------------- Name: M. Prentice Title: Managing Director Attest:/s/ Neil Nolan -------------- Name: Neil Nolan Title: Account Manager EX-99.1 3 0003.txt PRESS RELEASE DATED SEPTEMBER 27, 2000 Exhibit 99.1 Acuson Corporation Announces Definitive Merger Agreement With Siemens 1. Media Contacts: Amy Cook Chris Joseph For Acuson Corporation Ketchum Communications 650.694.5460 or 925.200.2125 916.801.2236 Investor Contact: Barry Zwarenstein Acuson Corporation 650.943.7575 ACUSON CORPORATION ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH SIEMENS MOUNTAIN VIEW, Calif. - September 27, 2000 - Acuson Corporation [NYSE: ACN] and Siemens Medical Engineering Group, Erlangen, Germany, announced today that they have reached an agreement providing for the acquisition of Acuson. The transaction has been structured as a cash tender offer for all outstanding Acuson common stock at $23 per share. The value of the deal is approximately $700 million. "This agreement brings together two highly respected medical device manufacturers to create the largest and best ultrasound company in the world," said Samuel H. Maslak, Sc.D., CEO and founder of Acuson Corporation. "Acuson and Siemens have both earned the trust of physicians and institutions worldwide by developing and supporting premium quality medical products. "By combining the best of both companies' know-how, customers will benefit from more research and development, better global distribution and services, more clinical applications and better network connectivity solutions. The potential for new, cost-effective contributions to patient care from ultrasound is now greatly expanded," Dr. Maslak added. "This is an excellent acquisition for Siemens and it creates the world's premier ultrasound business," said Dr. Erich R. Reinhardt, group president and CEO of Siemens Medical Engineering. "With the worldwide headquarters of the new ultrasound business unit located in Acuson's current facilities in Mountain View, California, our products will cover the entire market for ultrasound equipment and IT-networking, from portable devices to ultra-premium platforms." Under the terms of the definitive merger agreement, Siemens will make a two step acquisition. Siemens will first make a cash tender offer for all of Acuson's outstanding common stock at a price of $23 per share. Siemens' obligation to consummate the tender offer is subject to conditions customary to a transaction of this size and nature, including the tender of a minimum number of shares of Acuson common stock in the tender offer and the receipt of certain U.S. and German regulatory approvals. The tender offer is expected to close in late October or early November 2000. A. Acuson Announces Definitive Merger Agreement with Siemens Corporation...2 Following consummation of the tender offer, and subject to the conditions set forth in the merger agreement, Siemens will acquire the remaining shares of Acuson's outstanding common stock at $23 per share through a merger of a wholly owned subsidiary of Siemens with and into Acuson. The merger is expected to close in the fourth quarter of 2000. Acuson, with annual revenues of $475.9 million in 1999 and more than 1,900 employees worldwide, is a leader in the diagnostic ultrasound industry with products for the radiology, cardiology, vascular, ob/gyn applications and hospital network information systems. The company's products are used by hospitals, clinics and healthcare delivery systems throughout the world. Acuson pioneered the development of high-resolution ultrasound and has been a leader in both sales and technology advancement ever since. For the first half of 2000, Acuson reported revenues of $231.5 million and net income of $3.3 million. According to a leading industry analyst, the company's Sequoia(R) platform has been the number one selling ultrasound system in the United States since its introduction in 1996. The company is located in Mountain View, Calif. Educational and product information can be found at www.acuson.com or -------------- www.ultrasound.com. - ------------------ Siemens' Medical Engineering Group (Med) is one of the largest suppliers in the healthcare sector. The Group is renowned for its innovative products, services and complete solutions, ranging from imaging systems for diagnostics and therapy products for treatment to electromedicine and hearing instruments to IT solutions that optimize workflow and increase efficiency in hospitals, clinics and doctors' offices. In fiscal 1999, Siemens' Medical Engineering Group had new orders of 4.14 billion Euro (DM 8.1 billion), sales of 4.09 billion in Euro (DM 8.0 billion). # # # This press release contains forward-looking statements relating to future events or future business performance. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Such risks and uncertainties include potential declines in sales as customers wait to see the outcome of the acquisition; risks that the acquisition might be delayed or not completed at all and that the integration of the technology, operations and products of the combining companies might not occur as anticipated. Further risks and uncertainties include, but are not limited to the following: the delay or failure of regulatory authorities to approve the acquisition; competitor responses that may affect the price of Acuson products; diversion of management time (both Acuson's and Siemens') during the period from the signing of the acquisition agreement until the closing of the acquisition from focus on operating the businesses to issues of integration; decline in employee morale and employee retention and integration issues; the need to integrate each company's accounting, management information, human resources and administrative systems to permit effective management, and the lack of control over such systems if the integration is delayed or not implemented; and other risks and uncertainties, including, but not limited to, those risks and uncertainties detailed from time to time in Acuson's Securities and Exchange Commission filings. These forward-looking statements are made only as of the date hereof, and Acuson undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Sequoia is a registered trademark of Acuson Corporation ******************************************************************************** This release is neither an offer to purchase nor a solicitation of an offer to sell securities of Acuson. The tender offer will be made solely by an offer to purchase and related letter of transmittal to be disseminated upon the commencement of the tender offer. Shareholders of Acuson should read the tender offer documents, including the Acuson solicitation/recommendation statement when it is available because they contain important information. -----END PRIVACY-ENHANCED MESSAGE-----