SC 14D9/A 1 a2125919zsc14d9a.htm SC 14D9/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)


i-STAT Corporation
(Name of Subject Company (Issuer))

i-STAT Corporation
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $0.15 PER SHARE (INCLUDING ANY ASSOCIATED PREFERRED
STOCK PURCHASE OR OTHER RIGHTS)
(Title of Class of Securities)

Common Stock: 450312 10 3
(CUSIP Number of Class of Securities)


William P. Moffitt
President and Chief Executive Officer
i-STAT Corporation
104 Windsor Center Drive
East Windsor, New Jersey 08520
(609) 443-9300

With a Copy to:

Esteban A. Ferrer, Esq.
Paul, Hastings, Janofsky & Walker LLP
1055 Washington Boulevard
Stamford, Connecticut 06901
(203) 961-7400

(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)

        Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. o




        This Amendment No. 2 amends and supplements the Schedule 14D-9 filed with the Securities and Exchange Commission (the "SEC") on December 29, 2003, and as subsequently amended (the "Schedule 14D-9") by i-STAT Corporation relating to the offer by Senator Acquisition Corporation, a Delaware corporation (the "Purchaser"), a wholly owned subsidiary of Abbott Laboratories, an Illinois corporation ("Abbott"), to purchase (i) all outstanding Common Shares at a price of $15.35 per share (such price per share, or the highest price paid in the offer, the "Offer Price"), (ii) all outstanding Series D Shares at an amount per share equal to the Offer Price multiplied by the number of Common Shares into which such Series D Shares are convertible as of the final expiration of the Offer (the "Expiration"), and (iii) all outstanding Warrants at a price of $7.35 net per Common Share purchasable pursuant to each such Warrant (the "Warrant Offer Price"), in each case net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase, dated December 29, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). The Offer is further described in a Tender Offer Statement on Schedule TO (as amended from time to time, the "Schedule TO") filed by Abbott and the Purchaser with the Securities and Exchange Commission on December 29, 2003. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 14D-9.


ITEM 9.    EXHIBITS.

        Item 9 is hereby amended and supplemented by adding the following thereto:

    "(a)(9) Letter from William P. Moffitt to holders of i-STAT stock options dated January 5, 2004*.

    (a)(10) Frequently Asked Questions for i-STAT Corporation Stock Option Holders dated January 5, 2004*."


*
Filed herewith.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


 

i-STAT Corporation

 

By:

/s/  
LORIN J. RANDALL        
Name: Lorin J. Randall
Title: Senior Vice President

Dated: January 6, 2004

 

 

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