-----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, B0KU3/mAAOCQpe1lwBlXK21YplfU8cAtfI1yVKZHJEaF6+GJ/Ia4OUx78Wz7XOx4 RDfmOCaaxQewpt8DZv6v2Q== 0000897069-02-000043.txt : 20020414 0000897069-02-000043.hdr.sgml : 20020414 ACCESSION NUMBER: 0000897069-02-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10670 FILM NUMBER: 02519759 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 8-K 1 pdm222a.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 January 28, 2002 ---------------------------------------------------------- Date of Report (Date of earliest event reported) HANGER ORTHOPEDIC GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-10670 84-0904275 --------------------------- ----------- --------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) Two Bethesda Metro Center (12th Floor), Bethesda, Maryland 20814 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (301) 986-0701 -------------- Item 5. Other Information. ----------------- On January 28, 2002, Hanger Orthopedic Group, Inc. ("Hanger") announced the commencement of a private offering of $200 million principal amount of its Senior Notes due 2009 to qualified institutional buyers in reliance on Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of 1933. Filed herewith as an exhibit is the press release issued by Hanger in accordance with Rule 135c under that Act. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ---------------------------------------------------------------------------- (a) Not applicable. -------------- (b) Not applicable. -------------- (c) Exhibits. The following exhibit is filed herewith: -------- Exhibit No. Document ---------- -------- 99 Press release issued by Hanger Orthopedic Group, Inc. on January 28, 2002. 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. HANGER ORTHOPEDIC GROUP, INC. Date: January 29, 2002 By: /s/ George E. McHenry ---------------------------------------- George E. McHenry Chief Financial Officer 2 EX-99 3 pdm222b.txt PRESS RELEASE Exhibit 99 ---------- NEWS RELEASE - ------------ HANGER ORTHOPEDIC GROUP, INC. ANNOUNCES COMMENCEMENT OF PRIVATE OFFERING OF SENIOR NOTES BETHESDA, MARYLAND, January 28, 2002. Hanger Orthopedic Group, Inc. (NYSE:HGR) announced today that it intends to sell up to $200,000,000 principal amount of its Senior Notes due 2009. The notes will mature seven years after issuance, be unsecured senior indebtedness and be guaranteed by all of Hanger's domestic subsidiaries. Hanger expects to consummate its private sale of the senior notes in mid-February 2002. Hanger plans to use the net proceeds from the sale of the notes, along with approximately $37.0 million it plans to borrow under a new $75.0 million bank revolving credit facility, to pay off the approximately $228.4 million of indebtedness outstanding under Hanger's existing revolving credit and term loan facilities as of December 31, 2001. The notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. The senior notes will not be registered under the Securities Act of 1933 and may not be offered or sold by holders thereof without registration unless an exemption from such registration is available. -----END PRIVACY-ENHANCED MESSAGE-----