-----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, NNDq3OUbrdZVFIt6PIgPqSshdp7rjpB5IdJT8bXlnPsVbcTHAhGW0whNjYy0jZ6T LqTsQzMsG7GXH2Oix0nnjA== 0001047469-98-015691.txt : 19980421 0001047469-98-015691.hdr.sgml : 19980421 ACCESSION NUMBER: 0001047469-98-015691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980413 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980420 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE MEDICAL INC CENTRAL INDEX KEY: 0000720577 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 953836867 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11228 FILM NUMBER: 98597133 BUSINESS ADDRESS: STREET 1: 2382 FARADAY AVENUE STE 200 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 6199301500 MAIL ADDRESS: STREET 1: 2382 FARADAY AVENUE SUITE 200 CITY: CARLSBAD STATE: CA ZIP: 92008 8-K 1 FORM 8-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 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): APRIL 13, 1998 --------------- SUNRISE MEDICAL, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-12744 95-3836867 (State or Other (Commission File (I.R.S. Employer Jurisdiction Number) Identification of Incorporation) Number) 2382 FARADAY AVENUE CARLSBAD, CALIFORNIA 92008 (Address of Principal Executive (Zip Code) Offices) (760) 930-1500 (Registrant's telephone number, including area code) NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On April 13, 1998, Sunrise Medical, Inc. (the "Company") acquired Sentient Systems Technology, Inc. ("Sentient") pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Sentient, SSTI Acquisition, Inc., a wholly-owned subsidiary of the Company ("Sub"), and others. At the closing of the acquisition, Sub was merged into Sentient, and Sentient continued as the surviving corporation in the merger and is now a wholly-owned subsidiary of the Company. The Company issued 2,580,777 shares of its common stock at the closing, 193,272 shares of which are subject to a one- year escrow. The Company also assumed options to purchase shares of common stock of Sentient, which were converted into options to purchase 156,630 shares of common stock of the Company. On April 13, 1998, the Company issued a press release announcing the completion of the acquisition. The press release is filed as an exhibit hereto and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release, dated April 13, 1998, issued by Sunrise Medical, Inc. 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. SUNRISE MEDICAL, INC. By: /s/ Steven A. Jaye ----------------------------------------- Name: Steven A. Jaye Title: Senior Vice President, General Counsel and Secretary Dated: April 20, 1998 EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE APRIL 13, 1998 CONTACTS: Marcia P. Vaughan (Media) Susan Noonan Ted N. Tarbet (Financial) Noonan/Russo Communication (760) 930-1500 (212) 696-4455 ext. 203 http//:www.sunrisemedical.com SUNRISE MEDICAL ANNOUNCES COMPLETION OF SENTIENT SYSTEMS ACQUISITION CARLSBAD, CALIF. - Sunrise Medical Inc. (NYSE:SMD) today announced the completion of its acquisition of Sentient Systems Technology, Inc. of Pittsburgh, Pennsylvania, one of the world's leading manufacturers of augmentative communication devices for persons affected by speech disabilities. The transaction, which involved the issuance by Sunrise of approximately 2.7 million shares of common stock in exchange for all of the outstanding shares of Sentient, will be accounted for as a pooling of interests. The acquisition had previously been announced on February 13, 1998. Of the 2,737,000 Sunrise shares being issued in the transaction, 941,000 shares may be immediately resold without restriction, 193,000 shares are subject to one-year escrow restrictions, and the remaining 1,603,000 shares may not be sold until Sunrise has announced its results of operations for the fiscal year ending July 3, 1998, which is expected to occur in late August. Sentient will operate as a free-standing division of Sunrise, remaining in Pittsburgh under the continuing leadership of Tilden Bennett, Sentient president, and Gary Kiliany, vice president and director of product development. Bennett will report to Sunrise chairman and president Richard H. Chandler. At the recent Assistive Technology Exhibition in Los Angeles, Sentient Systems announced the introduction of eight new products that represent its latest generation of augmentative communication technology. All of the products are driven by Release 2.0 of DSS, the Company's proprietary software system. The new products include a totally redesigned DynaVox speech device for wheelchair users; an upgraded DynaMyte for ambulatory applications; DSS desktop software for Windows and MacIntosh operating systems; and a Spanish/English bilingual version of each of these products. -more- SUNRISE ANNOUNCES COMPLETION OF SENTIENT ACQUISITION PAGE TWO Commenting on the merger, Chandler said, "We are pleased that Sentient Systems is joining Sunrise just as they are introducing a new line-up of breakthrough products. I was impressed by the excellent reception accorded these products by speech language pathologists at the assistive technology exhibition. This is a company that is the clear global technology leader in an exciting growth market." Sunrise Medical designs, manufactures and markets medical products used in homecare and extended care settings that address the recovery, rehabilitation and respiratory needs of the patient. Sunrise products are manufactured in the U.S., Mexico and Europe, and are distributed in more than 100 countries around the world. # # # -----END PRIVACY-ENHANCED MESSAGE-----