0001209191-13-052744.txt : 20131118
0001209191-13-052744.hdr.sgml : 20131118
20131118123719
ACCESSION NUMBER: 0001209191-13-052744
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 PHILIP J
CENTRAL INDEX KEY: 0001033090
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18933
FILM NUMBER: 131226165
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
0001033090
CONWAY PHILIP J
2121 BALSAM COURT
ROCHESTER
MN
55902
0
1
0
0
Vice President
Common Stock
2013-11-14
4
D
0
9600
20.00
D
0
I
By Spouse IRA
Common Stock
2013-11-14
4
A
0
15363
0.00
A
409506
D
Common Stock
2013-11-14
4
D
0
409506
20.00
D
0
D
Stock Option (Right to Buy)
4.70
2013-11-14
4
D
0
17000
15.30
D
2006-01-01
2015-01-01
Common Stock
17000
0
D
Stock Option (Right to Buy)
5.70
2013-11-14
4
D
0
20000
14.30
D
2007-01-26
2016-01-26
Common Stock
20000
0
D
Stock Option (Right to Buy)
12.30
2013-11-14
4
D
0
20000
7.70
D
2007-11-21
2016-11-21
Common Stock
20000
0
D
Stock Option (Right to Buy)
11.23
2013-11-14
4
D
0
20000
8.77
D
2009-02-06
2018-02-06
Common Stock
20000
0
D
Stock Option (Right to Buy)
11.27
2013-11-14
4
D
0
20000
8.73
D
2010-02-03
2019-02-03
Common Stock
20000
0
D
Stock Option (Right to Buy)
12.27
2013-11-14
4
D
0
20000
7.73
D
2011-01-28
2020-01-28
Common Stock
20000
0
D
Stock Option (Right to Buy)
10.72
2013-11-14
4
D
0
20000
9.28
D
2012-01-27
2021-01-27
Common Stock
20000
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.
/s/ David A. Jonas, Attorney in Fact for Philip J. Conway
2013-11-14