-----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, BlzCUxRYlHiPxmRBtjJ2E2TnLjjTVKBEb4NfYFdiSv5VVMsY8yzacnlBJTA7LZVu MVkg3468H29LtJS7OUaTwQ== 0000950144-97-004157.txt : 19970416 0000950144-97-004157.hdr.sgml : 19970416 ACCESSION NUMBER: 0000950144-97-004157 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970414 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21776 FILM NUMBER: 97580318 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: DFAN14A 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 DFAN14A 1 HEALTHDYNE TECHNOLOGIES, INC. 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HEALTHDYNE TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 EXHIBIT 36 M. WAYNE BOYLSTON APRIL 2, 1997 (770) 499-1212 HEALTHDYNE TECHNOLOGIES TO CONSIDER M. WAYNE BOYLSTON TIMETABLE FOR ANNUAL MEETING AND SEEKS APRIL 14, 1997 COURT RULING ON INVACARE PROPOSAL (770) 499-1212 FOR IMMEDIATE RELEASE Marietta, Georgia, April 14, 1997- - - Healthdyne Technologies, Inc. said its Board of Directors, at a regularly scheduled meeting this week, will consider the timetable for the 1997 annual meeting of Healthdyne Technologies shareholders. Healthdyne Technologies Chairman Parker H. Petit said, "I will ask the Board to schedule the meeting for late July. I believe it is important for shareholders to know the Company's results for the second quarter of 1997 before they vote on Invacare Corporation's offer. Second quarter results will be released by mid-July. This schedule should also give us time to seek a court ruling on the validity of one of Invacare's shareholder proposals." "Invacare is seeking a court order to force Healthdyne Technologies to hold its annual meeting by June 30 for one simple reason - Invacare is afraid our second quarter results will further demonstrate that Healthdyne Technologies is worth much more on a stand-alone basis than Invacare is prepared to pay," Mr. Petit continued. "Our recently announced first quarter results, which showed a 30% growth rate, were outstanding, and we believe we will make further progress in the quarters ahead. Our new product introductions are on schedule, and the first of these products, our non-invasive ventilator, the Quantum(TM), is a tremendous success. We have every confidence that our strategic plan will result in higher values to shareholders in the near term than Invacare is willing to pay." 3 "Invacare's statements to the press and its position in court are inconsistent," Mr. Petit continued. "If Invacare really believes the negative statements it is making to the press about our Company's first quarter financial results, Invacare should be pleased to have our second quarter results in hand prior to the annual meeting in order to assess the true value of the Company." Healthdyne Technologies also said it will ask the court to rule on the validity of one of Invacare's proposals to be considered at the 1997 annual meeting. This proposal would amend the Company's by-laws to require that the Board of Directors remove the continuing directors provisions from the Company's shareholder rights plan. Mr. Petit said, "We want the court to determine the validity of the by-law amendment proposed by Invacare so that our shareholders will fully understand the implications of what they will be asked to approve at the annual meeting. We believe that Georgia law empowers the Board, in its sole discretion, to set the terms of a shareholder rights plan subject only to the Board's fiduciary duties. The continuing directors provisions are intended to make sure that the Board of Directors proposed by Invacare is not in a position to accept their own bargain price offer. The current directors, in exercising their fiduciary duties, will endeavor to make sure that, if Healthdyne Technologies is to be acquired by Invacare or any other party, it will be at a price that reflects the intrinsic value of the Company - - not at the grossly inadequate price that Invacare has offered." 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 4 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 as 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 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 10-K, 8-K and 10-Q. 5 PARTICIPANT INFORMATION In addition to Healthdyne Technologies, other participants in any proxy solicitation by Healthdyne Technologies in connection with its 1997 annual meeting may include the following directors and executive officers of Healthdyne Technologies: Parker H. Petit, Chairman of the Board; Craig B. Reynolds, President, Chief Executive Officer and Director; J. Terry Dewberry, Director; Alexander H. Lorch, Director; J. Leland Strange, Director; James J. Wellman, M.D., Director; J. Paul Yokubinas, Director; Robert M. Johnson, Senior Vice President-Business Development; John L. Miclot, Senior Vice President-Sales and Marketing; Robert E. Tucker, Senior Vice President-Operations; M. Wayne Boylston, Vice President-Finance, Chief Financial Officer and Treasurer; Leslie R. Jones, Vice President, General Counsel and Secretary; and Jeffrey A. North, Corporate Controller. The above-referenced individuals beneficially own an aggregate of 1,513,729 shares of Healthdyne Technologies' common stock (including shares underlying vested options). Healthdyne Technologies has retained Morrow & Co., Inc. to act as information agent and proxy solicitor in connection with the Invacare offer for customary fees. Although Cowen & Company ("Cowen"), which is acting as financial advisor to Healthdyne Technologies in connection with the Invacare offer, does not admit that it or any of its directors, officers, employees or affiliates is a "participant," as defined in Schedule 14A promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or that such Schedule 14A requires the disclosure of certain information concerning them, the following employees of Cowen may assist Healthdyne Technologies in such a solicitation: Rob Valdez (Managing Director) and Ned Brown (Director). Cowen will receive customary financial advisor fees, reimbursement and indemnification from Healthdyne Technologies in connection with the Invacare offer. Cowen will not receive any additional fee for or in connection with 6 assisting in any solicitation of proxies. Cowen engages in a full range of investment banking, research, sales, trading, market-making, brokerage, asset management and correspondent clearing services for institutional and individual clients. In the ordinary course of its business, Cowen maintains customary arrangements and effects transactions in the securities of Healthdyne Technologies for the accounts of its customers. As a result of its engagement by Healthdyne Technologies, Cowen has restricted its proprietary trading in the securities of Healthdyne Technologies (although it may still execute trades for customers on an unsolicited agency basis).
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