0001209191-13-052746.txt : 20131118
0001209191-13-052746.hdr.sgml : 20131118
20131118123841
ACCESSION NUMBER: 0001209191-13-052746
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: JONAS DAVID A
CENTRAL INDEX KEY: 0001211654
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18933
FILM NUMBER: 131226172
MAIL ADDRESS:
STREET 1: C/O ROCHESTER MEDICAL INC
STREET 2: ONE RCHESTER MEDICAL DRIVE
CITY: STEWARTVILLE
STATE: MN
ZIP: 55976
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-11-14
1
0000868368
ROCHESTER MEDICAL CORPORATION
ROCM
0001211654
JONAS DAVID A
ONE ROCHESTER MEDICAL DRIVE
STEWARTVILLE
MN
55976
1
1
0
0
CFO and Treasurer
Common Stock
2013-11-14
4
A
0
18211
0.00
A
110711
D
Common Stock
2013-11-14
4
D
0
110711
20.00
D
0
D
Stock Option (Right to Buy)
4.625
2013-11-14
4
D
0
14000
15.375
D
2005-01-02
2014-01-02
Common Stock
14000
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
352
14.30
D
2007-01-26
2016-01-26
Common Stock
352
0
D
Stock Option (Right to Buy)
5.70
2013-11-14
4
D
0
19648
14.30
D
2007-01-26
2016-01-26
Common Stock
19648
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 the restricted stock units vested, in accordance with the related award agreements and the Agreement and Plan of Merger dated September 3, 2013 (the "Merger Agreement") among Rochester Medical Corporation (the "Company"), C.R. Bard, Inc., a New Jersey Corporation ("Bard"), and a wholly owned subsidiary of Bard, upon the effectiveness of the merger contemplated by the Merger Agreement (the "Merger") and were simultaneously cancelled in exchange for the right to receive a cash payment of $20.00 for each unit, without interest and less any applicable withholding taxes.
Includes restricted stock award shares.
On November 14, 2013 at the effective time of 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.
Pursuant to the Merger Agreement, upon the effectiveness of the Merger 30,000 shares of restricted stock were cancelled in exchange for the right to receive $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
2013-11-14