-----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, WUMuTLvrXOmYdnjsJemJjiEAI77ObpkNtLlPi3m21BZb6zqDlO1strYVf8LN68Vt IWq9Z8MMmosyuARDNIepUg== 0000950149-96-000253.txt : 19960322 0000950149-96-000253.hdr.sgml : 19960322 ACCESSION NUMBER: 0000950149-96-000253 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960308 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960321 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: 96536927 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 MARCH 8, 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: March 8, 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) PAGE 1 OF 3 PAGES THE EXHIBIT INDEX APPEARS ON PAGE 3. 2 ITEM 5. OTHER EVENTS. On March 8, 1996, the Registrant entered into an Agreement and Plan of Merger (the "Agreement") with Infrasonics, Inc., a California corporation ("Infrasonics"). Pursuant to the Agreement, the Registrant would acquire Infrasonics through a merger of Infrasonics into the Registrant. In the merger, Infrasonics stockholders would receive .095 of a share of the Registrant's Common Stock for each outstanding share of Infrasonics common stock held by them. The exchange ratio is subject to adjustment, based on the average of the closing price of the Registrant's Common Stock for the 10 trading days preceding the third trading day before the consummation of the merger, in order that the value of Registrant's common stock to be received by Infrasonics stockholders as calculated under the adjustment formula is not less than $6.25 per share. Consummation of the acquisition is subject to the approval of Registrant's and Infrasonics' stockholders. On March 11, 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 March 11, 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: March 21, 1996 /s/ Laureen DeBuono ------------------------------------------ Laureen DeBuono Executive Vice President, Human Resources, General Counsel and Secretary 2 3 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- ------- 99 Registrant's Press Release, dated March 11, 1996. 4 3 EX-99 2 REGISTRANT'S PRESS RELEASE, DATED MARCH 11, 1996 1 EXHIBIT NO. 99 NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN $66 MILLION TRANSACTION Pleasanton, CA and San Diego, CA -- March 11, 1996 -- Nellcor Puritan Bennett, Inc. (Nasdaq:NELL) and Infrasonics, Inc. (Nasdaq:IFRA) today jointly announced that their boards of directors have approved a definitive agreement for Nellcor Puritan Bennett to acquire Infrasonics in a stock for stock merger valued at approximately $66 million. Under the terms of the agreement, Infrasonics stockholders will receive .095 shares of Nellcor Puritan Bennett common stock for each outstanding share of Infrasonics common stock. This exchange ratio is subject to adjustment based on the trading value of Nellcor Puritan Bennett common stock in order that the value of the consideration to be received by Infrasonics stockholders will not be less than $6.25 a share. The merger is intended to qualify as a tax-free reorganization and a pooling of interests for accounting and financial reporting purposes. Infrasonics, headquartered in San Diego, CA, is a respiratory equipment manufacturer of neonatal, pediatric and adult ventilators and accessories. For the fiscal year ended June 30, 1995, Infrasonics reported revenue of $23 million. The company was founded in 1982 and is the developer of the Infant Star, the first demand flow neonatal/pediatric ventilator. Infrasonics' product line includes seven ventilators, a pulmonary diagnostic device and more than 100 respiratory accessories. "This acquisition is an excellent strategic fit that brings together two leading respiratory companies. The addition of the Infrasonics infant and high frequency ventilator - MORE - 4 2 NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN $66 MILLION TRANSACTION PAGE TWO products fills a gap in a key area of the Nellcor Puritan Bennett product line," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's president and chief executive officer. "The acquisition of Infrasonics continues to build on our strategy of providing products to monitor, diagnose and treat the respiratory-impaired patient. The combination of a broader product offering and our comprehensive distribution channels will help us better serve the needs of our customers worldwide." "We believe this acquisition will enable us to recognize synergies through revenue and earnings growth, new product development and sales and marketing expansion," Mr. Larkin added. "We expect the acquisition to be accretive to earnings in the first year, excluding the effect of transaction-related expenses and other one-time charges." Nellcor Puritan Bennett also announced that its board of directors approved a 2-for-1 split of the company's common stock, to take effect following approval by its stockholders of an increase in the authorized number of shares of Nellcor Puritan Bennett common stock. The stockholders will be asked to approve the Infrasonics acquisition and the authorized share increase at a special meeting of shareholders. Following the split and the acquisition of Infrasonics, Nellcor Puritan Bennett will have approximately 60 million shares outstanding. Finally, Nellcor Puritan Bennett announced that its board of directors has approved certain amendments to the company's Rights Agreement to increase the exercise price of the rights to $320 per right, to extend the term of the Rights Agreement to March 8, 2006, and to make various other technical changes. - MORE - 5 3 NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN $66 MILLION TRANSACTION PAGE THREE This press release includes forward-looking statements which are subject to change. The acquisition is subject to several conditions, including approval by the stockholders of both companies 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. Nellcor Puritan Bennett Incorporated is the worldwide leader in monitoring, diagnosing, and treating the respiratory-impaired patient. # # # 6 -----END PRIVACY-ENHANCED MESSAGE-----