-----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, AkuhN9tnC9lXgvgaXU6aLrB6yNEyLiSNyiZqzu+YWhYmwIW2K3lR5ic5GZWr8gy5 /3iWLW1x27oLNqIjgK7FBw== 0000950144-98-000846.txt : 19980205 0000950144-98-000846.hdr.sgml : 19980205 ACCESSION NUMBER: 0000950144-98-000846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980129 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980204 SROS: NASD FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-21776 FILM NUMBER: 98520856 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 8-K 1 HEALTHDYNE TECHNOLOGIES INC 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 29, 1998 ------------------------------- HEALTHDYNE TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 0-21776 52-1756497 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1255 Kennestone Circle, Marietta, Georgia 30066 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 499-1212 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. On January 29, 1998, Healthdyne Technologies, Inc. (the "Company") executed a letter agreement (the "Clarification Letter") with Respironics, Inc. ("Respironics") clarifying certain terms and provisions of the Agreement and Plan of Reorganization and related Agreement and Plan of Merger, each dated as of November 10, 1997, as amended (collectively, the "Merger Agreement"), by and among the Company, Respironics and RIGA, Inc. The Clarification Letter relating to the Merger Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Clarification Letter relating to Merger Agreement dated as of January 29, 1998. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Healthdyne Technologies, Inc. ---------------------------------- Registrant By: /s/ M. Wayne Boylston ------------------------------ M. Wayne Boylston Vice President - Finance, Chief Financial Officer and Treasurer Date: February 3, 1998 3 4 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 99.1 Clarification Letter relating to Merger Agreement, dated as of January 29, 1998.
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EX-99.1 2 CLARIFICATION LETTER 1 EXHIBIT 99.1 [RESPIRONICS LETTERHEAD] January 29, 1998 Healthdyne Technologies, Inc. 1255 Kennestone Circle Marietta, Georgia 30066 Ladies and Gentlemen: In order to clarify the Agreement and Plan of Reorganization dated as of November 10, 1997, as amended (the "Reorganization Agreement") and the Agreement and Plan of Merger dated as of November 10, 1997, attached as Appendix A to the Reorganization Agreement, as amended (the "Merger Agreement"), please confirm the following by signing and returning this letter: 1. It is understood and agreed that Paul Yokubinas, who was listed on Appendix E to the Reorganization Agreement, will not enter into a Consulting Agreement at the closing; 2. Schedule I attached to this letter is the list of officers of the Surviving Corporation referred to in Section 3 of the Merger Agreement and was inadvertently omitted from the Merger Agreement. Very truly yours, RESPIRONICS, INC. By: /s/ Dennis S. Meteny ----------------------- Accepted and agreed to: HEALTHDYNE TECHNOLOGIES, INC. By: /s/ Craig B. Reynolds ------------------------ 2 SCHEDULE I TO MERGER AGREEMENT Dennis S. Meteny President and Chief Executive Officer Craig B. Reynolds Vice President Daniel J. Bevevino Vice President and Treasurer Steven P. Fulton Vice President and General Counsel Dorita A. Pishko Secretary
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