0001209191-13-052742.txt : 20131118 0001209191-13-052742.hdr.sgml : 20131118 20131118123632 ACCESSION NUMBER: 0001209191-13-052742 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131114 FILED AS OF DATE: 20131118 DATE AS OF CHANGE: 20131118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONWAY ANTHONY J CENTRAL INDEX KEY: 0001033088 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18933 FILM NUMBER: 131226160 MAIL ADDRESS: STREET 1: 1500 SECOND AVE NW CITY: STEWARTVILLE STATE: NC ZIP: 55976 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-11-14 1 0000868368 ROCHESTER MEDICAL CORPORATION ROCM 0001033088 CONWAY ANTHONY J 500 PROSPECT STREET CHATFIELD MN 55923 1 1 0 0 President and Secretary Common Stock 2013-11-14 4 D 0 63755 20.00 D 0 I By Spouse Common Stock 2013-11-14 4 A 0 33115 0.00 A 839519 D Common Stock 2013-11-14 4 D 0 839519 20.00 D 0 D Stock Option (Right to Buy) 4.625 2013-11-14 4 D 0 16000 15.375 D 2005-01-02 2014-01-02 Common Stock 16000 0 D Stock Option (Right to Buy) 4.70 2013-11-14 4 D 0 40000 15.30 D 2006-01-01 2015-01-01 Common Stock 40000 0 D Stock Option (Right to Buy) 5.70 2013-11-14 4 D 0 1844 14.30 D 2007-01-26 2016-01-26 Common Stock 1844 0 D Stock Option (Right to Buy) 5.70 2013-11-14 4 D 0 18156 14.30 D 2007-01-26 2016-01-26 Common Stock 18156 0 D Stock Option (Right to Buy) 12.30 2013-11-14 4 D 0 40000 7.70 D 2007-11-21 2016-11-21 Common Stock 40000 0 D Stock Option (Right to Buy) 11.23 2013-11-14 4 D 0 30000 8.77 D 2009-02-06 2018-02-06 Common Stock 30000 0 D Stock Option (Right to Buy) 11.27 2013-11-14 4 D 0 30000 8.73 D 2010-02-03 2019-02-03 Common Stock 30000 0 D Stock Option (Right to Buy) 12.27 2013-11-14 4 D 0 30000 7.73 D 2011-01-28 2020-01-28 Common Stock 30000 0 D Stock Option (Right to Buy) 10.72 2013-11-14 4 D 0 30000 9.28 D 2012-01-27 2021-01-27 Common Stock 30000 0 D On November 14, 2013, in connection with the acquisition of Rochester Medical Corporation (the "Company") by C. R. Bard, Inc., a New Jersey corporation ("Bard") pursuant to the Agreement and Plan of Merger dated September 3, 2013 (the "Merger Agreement") among the Company, Bard and a wholly owned subsidiary of Bard, at the effective time of the merger contemplated by the Merger Agreement (the "Merger"), these shares of Company common stock were cancelled and converted into the right to receive a cash payment of $20.00 per share, without interest and less any applicable withholding taxes. In accordance with the related award agreements and the Merger Agreement, the restricted stock units vested upon the effectiveness of the Merger and were simultaneously cancelled in exchange for the right to receive a cash payment of $20.00 per share, without interest and less any applicable withholding taxes. These options originally provided for vesting in 25% annual cumulative installments beginning the date set forth. Pursuant to the Merger Agreement, upon the effectiveness of the Merger the vesting of these options was accelerated and they were cancelled in exchange for the right to receive a cash payment per option equal to the excess of $20.00 over the per share exercise price of the option. Vested as follows: 3,156 shares on 1/26/2007 and the remaining 15,000 in annual cumulative installments of 5,000 each beginning 1/26/2008. David A. Jonas, as Attorney-in-Fact for Anthony J. Conway 2013-11-14