-----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, OdgONEzPTuzJMvIUPgsy6JAuMGk5um4iTw/QUiAiK5UKd7M2emV89fL+X6dm0xEK OpGU6DKF4r+wmSzVKim7KQ== 0000892569-97-002110.txt : 19970808 0000892569-97-002110.hdr.sgml : 19970808 ACCESSION NUMBER: 0000892569-97-002110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970807 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: 0706 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14980 FILM NUMBER: 97652671 BUSINESS ADDRESS: STREET 1: 4280 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104634000 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 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: July 23, 1997 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. (a) On July 23, 1997, the Registrant entered into an Agreement and Plan of Merger (the "Agreement") with Mallinckrodt Inc., a New York corporation ("Mallinckrodt"), and NPB Acquisition Corp., a Delaware corporation ("Merger Sub"). Pursuant to the Agreement, Mallinckrodt would acquire Registrant through a merger of Merger Sub into the Registrant. Pursuant to the Agreement, (1) Merger Sub will commence a tender offer (the "Offer") for all of the outstanding shares of the common stock, par value $.001 ("Common Stock") of Registrant, together with the associated rights ("Rights") to purchase Series A Junior Participating Preferred Stock of Registrant at a price of $28.50 per share in cash (net to the seller) and (2) Merger Sub will merge with and into Registrant (the "Merger"), in connection with which each share of Common Stock (and the associated Rights) will be converted into the right to receive $28.50 per share, in cash. Consummation of the Offer and Merger is subject to the satisfaction or waiver of certain conditions, including, among others, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of other required regulatory approvals, and the absence of certain material adverse changes. Consummation of the Offer is also subject to the valid tender of a majority of the total shares outstanding (including shares held by Mallinckrodt and Merger Sub) on a fully diluted basis. The closing of the Merger is expected to occur as soon as possible after the satisfaction of the conditions set forth in the Agreement. The description of the Agreement contained herein is qualified in its entirety by reference to the Agreement, which is Exhibit 2.1 hereto and incorporated herein by reference. (b) As of July 23, 1997, Registrant and The First National Bank of Boston (the "Rights Agent"), executed an amendment (the "Amendment") to Amended and Restated Rights Agreement (the "Rights Agreement"). The Amendment relates to changes in the Rights Agreement required as a result of the Agreement and the transactions contemplated thereby. The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, which is as Exhibit 4.1 hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not required. (b) Not required. (c) Exhibits.
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of July 23, 1996, by and among Nellcor Puritan Bennett Incorporated, a Delaware corporation, Mallinckrodt Inc., a New York corporation, and NPB Acquisition Corp., a Delaware corporation.
2 3 (Incorporated by reference to Exhibit 1 of Registrant's Schedule 14D-9, filed July 29, 1997.) 4.1 Amendment to Amended and Restated Rights Agreement, dated as of July 23, 1997, between Nellcor Puritan Bennett Incorporated, a Delaware corporation, and The First National Bank of Boston, a national banking association.
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: August 5, 1997 /s/ Laureen DeBuono ------------------- Name: Laureen DeBuono Title: Executive Vice President, Human Resources, Secretary and General Counsel 3 4 EXHIBIT INDEX -------------
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of July 23, 1996, by and among Nellcor Puritan Bennett Incorporated, a Delaware corporation, Mallinckrodt Inc., a New York corporation, and NPB Acquisition Corp., a Delaware corporation. (Incorporated by reference to Exhibit 1 of Registrant's Schedule 14D-9, filed July 29, 1997.) 4.1 Amendment to Amended and Restated Rights Agreement, dated as of July 23, 1997, between Nellcor Puritan Bennett Incorporated, a Delaware corporation, and The First National Bank of Boston, a national banking association.
4 EX-4.1 2 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT 1 EXHIBIT 4.1 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT This Amendment, dated as of July 23, 1997, to the Rights Agreement, dated originally as of September 1, 1992 and as amended and restated as of March 8, 1996 (this "Agreement") between Nellcor Puritan Bennett Incorporated, a Delaware corporation (the "Company"), and The First National Bank of Boston, a national banking association (the "Rights Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as those set forth in Agreement. WHEREAS, the Company, on the one hand, and Mallinckrodt Inc., a New York corporation ("Purchaser") and NPB Acquisition Corporation, a Delaware corporation and wholly-owed subsidiary of Purchaser ("Merger Sub"), on the other hand, are concurrently herewith entering into an Agreement and Plan of Merger, dated as of July 23, 1997 ("Merger Agreement"), whereby Purchaser would acquire the Company pursuant to a two-step transaction consisting of (i) a tender offer ("Offer") to purchase all of the outstanding Common Shares of the Company at a price of $28.50 per common Share in cash net to the seller, subject to the terms and conditions set forth in Annex A to the Merger Agreement (the "Offer Conditions), followed by (ii) a Merger of Merger Sub into the Company (the "Merger"); and WHEREAS, the Merger Agreement requires that, upon acceptance of, and payment for, by Purchaser, of such number of Common Shares satisfying the Minimum Condition pursuant to the Offer, all outstanding Rights under the Agreement will expire, and neither the Company, Merger Sub nor Purchaser shall have any obligations under the Agreement to any holder (or former holder) of Rights following such consummation of the Offer; and WHEREAS, the Board of Directors of the Company, consisting solely of Incumbent Directors, having unanimously approved the Merger Agreement and the Merger and the Offer; NOW, THEREFOR, in consideration of the premises, the parties hereby agree as follows: 1. Section 7(a) of the Agreement is hereby amended to read in its entirety as follows: "(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date until the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on March 8, 2006 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption 1 2 Date") and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. In addition, all outstanding Rights under this Agreement (whether or not tendered and purchased pursuant to the Offer (as defined below) shall expire upon and as of the acceptance (so long as Mallinckrodt Inc., a New York corporation or a wholly-owned subsidiary thereof ("Purchaser") thereafter purchases Common Shares pursuant to the Offer) for payment pursuant to the Offer of Common Shares which, together with any Common Shares owned by Purchaser or NPB Acquisition Corp., constitutes more than 50% of the voting power (determined on a fully-diluted basis) of all the securities of the Company entitled to vote generally in the election of directors or in connection with a merger, upon consummation of the Offer (the "Date of Acceptance"). The earliest date to occur referred to in clauses (i), (ii) and (iii) in the first sentence hereof or the Date of Acceptance is herein referred to as the "Expiration Date." For the purpose of the preceding sentence, the term "Offer" shall mean the tender offer provided for by, and consummated in accordance with the terms of, the Agreement and Plan of Merger, dated as of July 23, 1997, as amended from time to time, by and among the Company, Purchaser and Merger Sub." 2. The Agreement is hereby amended by adding thereto the following new Section 35: "Section 35. Mallinckrodt Merger Agreement. Notwithstanding any provision of this Agreement to the contrary, none of Purchaser, Merger Sub (as defined in Section 7(a)) or any other wholly owned direct or indirect subsidiary of Purchaser shall be or be deemed to become an Acquiring Person, and no Distribution Date, Shares Acquisition Date or Triggering Event shall occur or be deemed to occur, in either case solely by reason of the execution of the Agreement and Plan of Merger, dated as of July 23, 1997, as the same may be amended from time to time, by and among the Company, Purchaser and Merger Sub, or the announcement, commencement or consummation of the transactions contemplated thereby." 2 3 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be duly executed and their seals attested, all as of the day and year first above written. NELLCOR PURITAN BENNETT Attest: INCORPORATED By: /s/ Edward Lopez By: /s/ Laureen DeBuono ----------------------------- ---------------------------- Title: Title: ----------------------------- ---------------------------- Attest: THE FIRST NATIONAL BANK OF BOSTON By: /s/ Matt Arba By: /s/ Geoffrey D. Anderson ----------------------------- ---------------------------- Title: Account Manager Title: Director 3 -----END PRIVACY-ENHANCED MESSAGE-----