-----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, RlTZPVZW0EFaCP4W1DZlc1GWKsj+MNZTgry6V/qxbIBrGoK1EDPEGT7CJEotVs1G B3hM8JYGFEpkbpzg5JJjtQ== 0000892569-96-001205.txt : 19960715 0000892569-96-001205.hdr.sgml : 19960715 ACCESSION NUMBER: 0000892569-96-001205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960727 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960712 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELLCOR PURITAN BENNETT INC CENTRAL INDEX KEY: 0000799290 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 942789249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14980 FILM NUMBER: 96594299 BUSINESS ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 4158875858 MAIL ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: NELLCOR DELAWARE INC DATE OF NAME CHANGE: 19860929 8-K 1 FORM 8-K DATED JUNE 27, 1996 1 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): JUNE 27, 1996 --------------- NELLCOR PURITAN BENNETT INCORPORATED - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-14980 94-278249 - -------------------------------- --------------------- ---------------------------- (State or other jurisdiction of (Commission File No.) (IRS Employer Identification incorporation) No.)
4280 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588 - ------------------------------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: (510) 463-4000 --------------- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 27, 1996, the Registrant completed the acquisition of Infrasonics, Inc., a California corporation ("Infrasonics"). The acquisition of Infrasonics was consummated pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of May 14, 1996, pursuant to which Infrasonics was merged with and into Registrant (the "Merger"). In the Merger, approximately 1,282,683 shares (2,565,367 post-split) of the Registrant's common stock (not including 67,097 shares (134,193 post-split) issuable under outstanding options) were issued to the former stockholders of Infrasonics, reflecting an exchange ratio of .120 of one share of the Registrant's common stock for each outstanding share of Infrasonics' common stock. The Merger was structured as a tax free reorganization and is intended to be accounted for as a pooling of interests. A press release regarding the acquisition is attached hereto as Exhibit 20.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS a. Financial Statements of Infrasonics. Incorporated herein by reference to (a) Item 8 of Infrasonics' Annual Report on Form 10-K for the year ended June 30, 1995; (b) pages 2-6 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; (c) pages 2-6 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended December 31, 1995; and (d) pages 2-7 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. b. Pro Forma Financial Information. Incorporated herein by reference to pages 51-54 of the Registrant's Registration Statement on Form S-4 (File No. 333-04683). c. Exhibits
Exhibit No. Document - ----------- -------- 2.1 Amended and Restated Agreement and Plan of Merger, dated as of May 14, 1996, by and between Nellcor Puritan Bennett Incorporated and Infrasonics, Inc. (incorporated by reference to Annex A included in the Joint Proxy Statement/Prospectus forming a part of the Registrant's Registration Statement on Form S-4 (File No. 333-04683)). 20.1 Press Release issued by the Registrant on June 27, 1996. 23.1 Consent of Ernst & Young, LLP 99.1 Financial Statements of Infrasonics, Inc.
3 Incorporated herein by reference to (a) Item 8 of Infrasonics' Annual Report on Form 10-K for the year ended June 30, 1995; (b) pages 2-6 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended September 30, 1995; (c) pages 2-6 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended December 31, 1995; and (d) pages 2-7 of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. 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 hereunto duly authorized. NELLCOR PURITAN BENNETT INCORPORATED By: /s/ Laureen DeBuono ---------------------------- Laureen DeBuono Executive Vice President, Human Resources, General Counsel and Secretary Date: June 27, 1996 EX-20.1 2 PRESS RELEASE ISSUED BY THE REGISTRANT ON 06/27/96 1 EXHIBIT 20.1 Acquisition of Infrasonics by Nellcor Puritan Bennett Approved by Stockholders PLEASANTON and SAN DIEGO, CA -- June 27, 1996 -- Nellcor Puritan Bennett Incorporated (Nasdaq:NELL) and Infrasonics, Inc. (Nasdaq:IFRA) announced that the stockholders of both companies have approved the acquisition by Nellcor Puritan Bennett of Infrasonics. The transaction closed today, June 27, 1996. Nellcor Puritan Bennett will continue to trade on the Nasdaq National Market System under the symbol NELL. The company, headquartered in Pleasanton, has revenue of over $600 million and more than 4,000 employees worldwide. "We are very pleased that the stockholders of both companies have approved this acquisition," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's president and chief executive officer. "Infrasonics' product line complements Nellcor Puritan Bennett's product offering and enhances the company's market presence in the respiratory products industry." Under the terms of the amended and restated merger agreement, 0.120 shares (0.240 post split) of Nellcor Puritan Bennett common stock will be issued for each share of Infrasonics' stock outstanding at the time of close. The acquisition is intended to qualify as a tax-free reorganization and a pooling of interests for accounting and financial reporting purposes. Stockholders of Nellcor Puritan Bennett also approved an increase in the number of authorized shares of Nellcor Puritan Bennett common stock and a two-for-one split of Nellcor Puritan Bennett's issued common stock. The effective date of the two-for-one split will be the close of business on June 27, 1996. The company will begin trading on a post-split basis at the new price at the opening of business Monday, July 1, 1996. Following the split, Nellcor Puritan Bennett will have approximately 60 million shares outstanding. Nellcor Puritan Bennett is the worldwide leader in monitoring, diagnosing and treating the respiratory-impaired patient. EX-23.1 3 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Current Report on Form 8-K of Nellcor Puritan Bennett Incorporated of our report dated July 19, 1995 with respect to the consolidated financial statements and schedule of Infrasonics, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended June 30, 1995. ERNST & YOUNG LLP San Diego, California July 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----