-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C1XYqXxnl/biIrJB35cq+rLmhThSm+VCp3Kdji/n+uxfm9CiTzHHkb5fdxZLSBPR dgZFx1KRoMUkbqjJLXQeFQ== 0001047469-98-000172.txt : 19980107 0001047469-98-000172.hdr.sgml : 19980107 ACCESSION NUMBER: 0001047469-98-000172 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980106 SROS: NASD GROUP MEMBERS: SULZER MEDICA LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPINE TECH INC CENTRAL INDEX KEY: 0000889842 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 061258314 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45163 FILM NUMBER: 98501286 BUSINESS ADDRESS: STREET 1: 7375 BUSH LAKE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6126279631 MAIL ADDRESS: STREET 1: 7375 BUSH LAKE ROAD CITY: MINNEAPOOLIS STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SULZER MEDICA LTD CENTRAL INDEX KEY: 0001041073 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ZURCHERSTERSTRASSE 12 CITY: 8401 WINTERTHUR SWIT STATE: V8 BUSINESS PHONE: 2126577691 MAIL ADDRESS: STREET 1: SULTZER MEDICAL LTD STREET 2: ZURCHERSTRASSE 12 CITY: WINTERTHUR, SWITZERL FORMER COMPANY: FORMER CONFORMED NAME: SULZER ORTHOPEDICS LTD DATE OF NAME CHANGE: 19970616 SC 14D1/A 1 SC 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT (AMENDMENT NO. 1) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES AND EXCHANGE ACT OF 1934 SPINE-TECH, INC. (Name of Subject Company) -------------------- SULZER MEDICA ORTHOPEDICS ACQUISITION CORP. AND SULZER MEDICA LTD (Bidder) -------------------- COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) -------------------- 848927109 (CUSIP Number of Class of Securities) -------------------- Lawrence H. Panitz Sulzer Medica Ltd 4000 Technology Drive Angleton, TX 77515 (409) 848-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) -------------------- COPY TO: Peter D. Lyons, Esq. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 848-4000 January 6, 1998 This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") relates to the offer by Sulzer Medica Orthopedics Acquisition Corp., a Minnesota corporation ("Purchaser") and an indirect wholly owned subsidiary of Sulzer Medica Ltd, a company organized under the laws of Switzerland ("Parent"), to purchase all outstanding shares of common stock, $.01 par value (the "Common stock"), of Spine-Tech, Inc., a Minnesota corporation (the "Company"), and the associated preferred share purchase rights (together with the Common Stock, the "Shares"), at a price of $52.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated December 19, 1997 (the "Offer to Purchase") and the related Letter of Transmittal, copies of which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) thereto, respectively. The Schedule 14D-1 was initially filed with the Securities and Exchange Commission on December 19, 1997. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10(b)-(c) is hereby amended and supplemented by adding to the end thereof the following: On January 5, 1998, the Parent was notified that the waiting period under the HSR Act applicable to the Offer has been terminated effective as of December 31, 1997. Accordingly, the Offer has been cleared by all applicable governmental authorities regulating antitrust concerns. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following Exhibit: (a)(9) Press Release issued by Purchaser on January 5, 1998. After reasonable 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. SULZER MEDICA ORTHOPEDICS ACQUISITION CORP. By: /s/ LAWRENCE H. PANITZ ------------------------------------ Name: Lawrence H. Panitz Title: Vice President, Secretary and General Counsel January 6, 1998 After reasonable 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. SULZER MEDICA LTD By: /s/ ANDRE P. BUCHEL ------------------------------------ Name: Andre P. Buchel Title: President and Chief Executive Officer January 6, 1998 EXHIBIT INDEX EXHIBIT PAGE IN SEQUENTIAL NO. NUMBERING SYSTEM - ------- ------------------ (a)(1) Form of Offer to Purchase dated December 19, 1997 .. * (a)(2) Form of Letter of Transmittal ...................... * (a)(3) Form of Notice of Guaranteed Delivery .............. * (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees .............. * (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients ... * (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 ..... * (a)(7) Summary Advertisement as published in The Wall Street Journal on December 19, 1997 .............. * (a)(8) Press Release issued by Parent on December 19, 1997 ............................................. * (a)(9) Press Release issued by Publisher on January 5, 1998 ............................................. (b)(1) Commitment Letter dated December 17, 1997 by Credit Suisse First Boston with respect to $250,000,000 Bridge Credit Facility to be provided to the Company .......................... * (c)(1) Agreement and Plan of Merger, dated as of December 15, 1997 among Parent, Purchaser and the Company ...................................... * - -------------------- * Previously filed. 7 EX-99.(A)(9) 2 EXHIBIT 99(A)(9) PRESS RELEASE Exhibit 99(a)(9) [SULZER LETTERHEAD] FOR IMMEDIATE RELEASE - --------------------- Larry Panitz, Investor Relations 409/848-4180 T.C. Selman II, Public Relations 409/848-4097 SULZER MEDICA LTD ANNOUNCES HART-SCOTT-RODINO CLEARANCE ANGLETON, TX: (January 5, 1998)-Sulzer Medica Orthopedics Acquisition Corp., an indirect, wholly owned subsidiary of Sulzer Medica Ltd, has announced that it received today notification of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to its $52.00 per share cash tender offer for Spine-Tech, Inc. announced on December 16, 1997. Sulzer Medica said that the early termination became effective as of Wednesday, December 31, 1997. Accordingly, Sulzer Medica's tender offer has been cleared by all applicable governmental authorities regulating antitrust concerns. Sulzer Medica's tender offer is scheduled to expire at 12:00 Midnight, New York City time, on Wednesday, January 21, 1998. Sulzer Medica Ltd, with sales of approximately 1 billion USD, currently employs more than 4800 people worldwide. Sulzer Medica Ltd is focused on the development of implantable medical devices and biomaterials for the cardiovascular and orthopedics markets worldwide. The company's products include heart valves, pacemakers, defibrillators, ablation catheters, vascular grafts, artificial knees, hips, shoulders, and dental implants. (Zurich Stock Exchange: SMEN; NYSE: SM) # # # # -----END PRIVACY-ENHANCED MESSAGE-----