-----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, FmDkWT4FgcgagY661ShyHHw+x7rAlPry+8LF/YYsh5MeAhv7ZllCnQTYy2ucNVdc ncvhlqRECarfEH9zlsai4A== 0000950144-97-001897.txt : 19970228 0000950144-97-001897.hdr.sgml : 19970228 ACCESSION NUMBER: 0000950144-97-001897 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970227 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000900307 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 521756497 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44621 FILM NUMBER: 97545947 BUSINESS ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 BUSINESS PHONE: 4044234500 MAIL ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHDYNE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000900307 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 521756497 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 BUSINESS PHONE: 4044234500 MAIL ADDRESS: STREET 1: 1255 KENNESTONE CIRCLE CITY: MARIETTA STATE: GA ZIP: 30066 SC 14D9/A 1 HEALTHDYNE TECHNOLOGIES, INC. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- HEALTHDYNE TECHNOLOGIES, INC. (Name of Subject Company) HEALTHDYNE TECHNOLOGIES, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) 422206102 (CUSIP Number of Class of Securities) --------------------- LESLIE R. JONES, ESQ. VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL HEALTHDYNE TECHNOLOGIES, INC. 1255 KENNESTONE CIRCLE MARIETTA, GEORGIA 30066 (770) 499-1212 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) --------------------- COPY TO: BLAINE V. FOGG, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Schedule 14D-9 filed with the Securities and Exchange Commission on January 31, 1997 as amended by Amendment No. 1 filed February 13, 1997, by Healthdyne Technologies, Inc., a Georgia corporation ("Healthdyne"), relating to the proposed tender offer by I.H.H. Corporation, a Delaware corporation and a wholly owned subsidiary of Invacare Corp., an Ohio corporation ("Invacare"), to purchase for cash all outstanding shares of Common Stock, par value $.01 per share, of Healthdyne. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is hereby amended by adding the following exhibit: Exhibit 28-- Press release issued by Healthdyne on February 27, 1997. 3 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. HEALTHDYNE TECHNOLOGIES, INC. By: /s/ M. WAYNE BOYLSTON ------------------------------------ Name: M. Wayne Boylston Title: Vice President -- Finance, Chief Financial Officer and Treasurer Dated: February 27, 1997 EX-28 2 HEALTHDYNE TECHNOLOGIES, INC. PRESS RELEASE 1 EXHIBIT 28 HEALTHDYNE TECHNOLOGIES M. WAYNE BOYLSTON ANNOUNCES ADDITIONAL FDA FEBRUARY 27, 1997 CLEARANCE FOR QUANTUM(R) VENTILATOR (770)499-1212 FOR IMMEDIATE RELEASE Marietta, Georgia, February 27, 1997 - Healthdyne Technologies, Inc. (Nasdaq: HDTC) today announced that its non-invasive ventilator, the Quantum(TM), received additional marketing clearance from the United States Food and Drug Administration ("FDA") under a new product classification. This new clearance supports the marketing of the device for continuous ventilatory support of adults during chronic or acute respiratory insufficiency. The Company also announced it recently obtained approvals required to sell the Quantum(TM) in Europe and other international markets. Craig B. Reynolds, President and Chief Executive Officer, stated, "The increased use of non-invasive pressure support ventilation for patients experiencing respiratory disorders and diseases prompted the FDA to add additional device classifications to better define and recognize this application. We are pleased to receive this new clearance for respiratory insufficiency from the FDA for the Quantum(TM). As previously reported, the Quantum(TM) reached over $12 million in revenue in its first full year following commercialization and in the fourth quarter Quantum(TM) revenue was approximately $4.5 million, as annual run rate of approximately $18 million. We are also pleased with the recent successful 2 international introduction of the Quantum(TM), which will provide incremental revenue to the Company in 1997." "We believe the success of the Quantum(TM) ventilator illustrates the potential for many of the new products and technologies we have described in recent communications with our shareholders," said Parker H. Petit, Chairman of the Board. "On another note, we are gratified that holders of approximately 83% of our shares, other than shares held by Invacare, did not tender their shares in response to Invacare's tender offer. The vast majority of our shareholders had indicated their support for our board's decision that Invacare's offer is grossly inadequate and that it does not reflect the intrinsic value of our Company in light of our strategic plans and future operating prospects." Healthdyne Technologies designs, manufactures and markets technologically advanced medical devices for use in the home, as well as other specialized clinical settings. The Company's products include diagnostic and therapeutic devices for the evaluation and treatment of sleep disorders, non-invasive ventilators, oxygen concentrators and medication nebulizers for the treatment of respiratory disorders, monitors for infants at risk of SIDS, and products for asthma management. This press release contains forward-looking statements that involve risks and uncertainties, including developments in the healthcare industry, development and introduction of new products on a timely basis, favorable resolution of intellectual property matters, third party reimbursement policies and practices and regulatory requirements affecting the approval 3 and sale of medical devices, as well as other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission, including its Reports on Form 8-K and on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996. -----END PRIVACY-ENHANCED MESSAGE-----