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