-----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, QkIkP2CR2tMExPWwNXS65Hw/CYG4kIlrg6nHFUeo4HQu2b213iIR/N8LpYeVnfgG 3qLI18anOJ/Fn1t0PTEJRg== 0000892569-96-001862.txt : 19960921 0000892569-96-001862.hdr.sgml : 19960921 ACCESSION NUMBER: 0000892569-96-001862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960909 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960919 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: 96632171 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 - DATE OF REPORT: SEPTEMBER 9, 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: September 9, 1996 NELLCOR PURITAN BENNETT INCORPORATED ------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware -------- (State or Other Jurisdiction of Incorporation or Organization) 0-14980 94-2789249 ------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 4280 Hacienda Drive Pleasanton, California 94588 ---------------------------- (Address of Principal Executive Offices) (Zip Code) (510) 463-4000 -------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On September 9, 1996, the Registrant entered into an Agreement and Plan of Merger (the "Agreement") with Aequitron Medical, Inc., a Minnesota corporation ("Aequitron"). Pursuant to the Agreement, the Registrant would acquire Aequitron through a merger of Aequitron into the Registrant. In the merger, Aequitron stockholders would receive .432 of a share of the Registrant's Common Stock for each outstanding share of Aequitron common stock held by them. The exchange ratio is subject to adjustment, based on the average of the closing prices of the Registrant's Common Stock for the 10 trading days preceding the fifth trading day before the Aequitron shareholders' meeting. Consummation of the acquisition is subject to the approval of Aequitron' stockholders. On September 10, 1996, Registrant issued a press release concerning the acquisition, the text of which press release is attached hereto as Exhibit 99 and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not required. (b) Not required. (c) Exhibits.
Sequential Exhibit No. Description Page No. - ----------- ----------- -------- 99 Registrant's Press Release, dated September 10, 1996. 4
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 Date: September 19, 1996 /s/ LAUREEN DeBUONO ----------------------------- Laureen DeBuono Executive Vice President, Human Resources, General Counsel and Secretary 2 3 EXHIBIT INDEX -------------
Sequential Exhibit No. Description Page No. - ----------- ----------- -------- 99 Registrant's Press Release, dated September 10, 1996. 4
3 EX-99 2 REGISTRANT'S PRESS RELEASE, DATED: 9-10-96 1 NEWS RELEASE EXHIBIT 99 Contact: Mike Downey 510/463-4000 NELLCOR PURITAN BENNETT TO ACQUIRE AEQUITRON IN $61 MILLION TRANSACTION PLEASANTON, CA AND MINNEAPOLIS, MN -- SEPTEMBER 10, 1996 -- Nellcor Puritan Bennett Incorporated (Nasdaq:NELL) and Aequitron Medical, Inc. (Nasdaq:AQTN) today announced that their boards of directors have approved a definitive agreement for Nellcor Puritan Bennett to acquire Aequitron in a stock-for-stock merger valued at approximately $61 million. Under the terms of the agreement, Aequitron stockholders will receive 0.432 of a share of Nellcor Puritan Bennett common stock for each outstanding share of Aequitron common stock, which is the equivalent of $10.75 a share based on the closing price on September 9, 1996. This exchange ratio is subject to adjustment based on the trading value of Nellcor Puritan Bennett common stock for the 10 day period ending on the 5th trading day prior to the special meeting of shareholders. The exchange ratio is fixed within a range between $23.14 and $26.61 per share for Nellcor Puritan Bennett common stock and is subject to a maximum 0.440. The acquisition is intended to qualify as a tax-free reorganization and a pooling-of-interests for tax and financial reporting purposes. - MORE - 2 Aequitron is a leading producer of medical electronic respiratory products for home health care and hospital use, and wheelchair lifts and automobile hand controls for people who face mobility challenges. The company was founded in 1980 and is headquartered in Minneapolis, MN. For the fiscal year ended April 30, 1996, Aequitron reported revenue of $38.5 million. "The acquisition of Aequitron is another excellent strategic fit for Nellcor Puritan Bennett," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's president and chief executive officer. "Aequitron's product line is complementary to our own and includes a line of compact, portable ventilators which fills an important gap in our ventilator product line. With the addition of what we believe are the leading portable ventilators in the market, Nellcor Puritan Bennett will have the broadest ventilator line in the industry. This acquisition is one more step in our strategy of providing the broadest offering of products for monitoring, diagnosing and treating the respiratory-impaired patient." This press release includes forward-looking statements which are subject to change. The acquisition is subject to several conditions, including approval by stockholders of Aequitron and requisite regulatory approvals. Additional information on factors that may affect the companies' businesses may be found in their respective annual reports on Form 10-K together with their recent respective quarterly reports on Form 10-Q. - MORE - 3 Nellcor Puritan Bennett Incorporated is the worldwide leader in providing products to monitor, diagnose and treat the respiratory-impaired patient across the continuum of care. # # # -----END PRIVACY-ENHANCED MESSAGE-----