-----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, ORDJSPpFj4u8XuwAH8x4bp5HwX59FoyueFl50Gnj9lB35r29hOGEP0EEqE+HKMUZ nXIT4GLgCg+jh8sH2uXJYA== 0000950148-98-000067.txt : 19980119 0000950148-98-000067.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950148-98-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINIMED INC CENTRAL INDEX KEY: 0000945801 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 954408171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26268 FILM NUMBER: 98507960 BUSINESS ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 8183625958 MAIL ADDRESS: STREET 1: 12744 SAN FERNANDO RD CITY: SYLMAR STATE: CA ZIP: 91342 8-K 1 FORM 8-K 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 2, 1998 MINIMED INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-26268 95-4408171 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12744 San Fernando Road, Sylmar , California 91342 (Address of Principal Executive Offices) (Zip Code) Registrants telephone number, including area code: (818) 362-5958 ------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. As of January 2, 1998, MiniMed Inc. (MiniMed) consummated its acquisition of Home Medical Supply, Inc. and its affiliated companies (HMS), a privately held group of companies that is headquartered in Florida. All of the outstanding capital stock of the HMS entities were acquired by MiniMed through its wholly owned subsidiary, MiniMed Distribution Corp., in exchange for 374,884 shares of MiniMed common stock, valued at approximately $14.2 million. The transaction will be accounted for as a pooling of interests. MiniMed anticipates that it will record a one-time charge in the fourth quarter of 1997 of approximately $1.0 to $1.5 million in transaction related costs and costs associated with the restructuring and integration of HMS' operations. A copy of the press release dated January 12, 1998, issued by MiniMed relating to the consummation of the acquisition of HMS is filed as Exhibit 99.1 hereto and is incorporated by reference herein. ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 2.1 Amendment to Reorganization Agreement among Robert Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated January 2, 1998. 99.1 Press Release dated January 12, 1998, of MiniMed Inc. 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. MINIMED INC. Date January 12, 1998 By: /s/ Eric S. Kentor -------------------------------------- Eric S. Kentor Senior Vice President and General Counsel 4
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ----------------------- 2.1 Amendment to Reorganization Agreement among Robert Kusher, Craig Lowy, MiniMed Inc. and MiniMed Distribution Corp. dated January 2, 1998. 99.1 Press Release dated January 12, 1998, of MiniMed Inc.
EX-2.1 2 EXHIBIT 2.1 1 EXHIBIT 2.1 AMENDMENT TO REORGANIZATION AGREEMENT This Amendment to Reorganization Agreement (the "Amendment") is made and entered into as of the 2nd day of January, 1998, by and among Robert Kusher, an individual ("Kusher"), Craig Lowy, an individual ("Lowy")(Lowy and Kusher are referred to herein individually as "Target" and collectively as "Targets"), MiniMed Distribution Corp., a Delaware corporation ("Acquiror") and MiniMed Inc., a Delaware corporation ("MiniMed"). R E C I T A L S A. Targets, Acquiror and MiniMed have entered into that certain Reorganization Agreement, dated as of October 19, 1997 (the "Agreement"), for the purpose of effecting the purchase of the stock of the Corporations, as such term is defined in the Agreement. B. Targets, Acquiror and MiniMed now desire to amend the Agreement to address certain matters that have arisen since the execution of the Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and for their mutual reliance, the parties hereto agree as follows: 1. Defined Terms. Except to the extent it is specifically indicated to the contrary in this Amendment, defined terms used in this Amendment shall have the same meanings as in the Agreement. 2. Purchase Price. Section 1.4.1 of the Agreement shall be amended to replace the amount "Sixteen Million Dollars ($16,000,000)" with the amount "Fourteen Million One Hundred Ninety Eight Thousand Seven Hundred Fifty Dollars and Thirty Cents ($14,198,750.30)." 3. Compliance With Laws A new Section 2.7(d) of the Agreement shall read as follows: "(d) Except as may be otherwise disclosed on Schedule 2.7, no Target, Corporation, or employee or agent of any Corporation (i) has or has had any knowledge of, any involvement with or any responsibility for, the billing practices of any dialysis facility providing services in connection with any Corporation's provision, or billing, of the drugs Epoetin alfa (a/k/a Erythropoietin, EPO), Calcijex or Infed, or (ii) has knowledge of any billing practices of any such dialysis facility which is not in compliance with all applicable laws." 2 4. Disclosures. Section 2.23 of the Agreement shall be amended to add the following at the end thereof: "Notwithstanding any provision to the contrary contained in Article II hereof, to the extent the representations and warranties made by Lowy in Article II hereof relate to the Corporations, such representations and warranties shall relate solely to the Corporations in which Lowy owned Shares immediately prior to the Closing." 5. Medicaid Recoupment. A new Section 5.1.13 of the Agreement shall read as follows: "5.1.13 Medicaid Recoupment. Targets shall have caused Pharmax, Inc. to provide recoupment to the State of Florida Agency for Health Care Administration ("Florida Medicaid") in the amount of $1,584,870.01 in accordance with that certain letter dated December 2, 1997 addressed to Pharmax, Inc., a copy of which is attached hereto as Exhibit 5.1.13. Targets shall also have caused the Corporations, as applicable, to provide recoupment to Florida Medicaid in the amount of $216,379.69 with respect to the Corporations' provision and billing of the drugs Calcijex and Infed. Targets shall provide to Acquiror, prior to the time of making all such recoupment required by this Section 5.1.13, drafts of any and all correspondence addressed to Florida Medicaid in connection therewith, the form of which correspondence shall be reasonably acceptable to Acquiror." 6. Right to Proceed and Effect of Investigation. Notwithstanding anything to the contrary contained in Sections 5.4 and 5.5 hereof and in any certificate delivered at Closing pursuant to Section 5.5 hereof, Acquiror and MiniMed shall not be deemed to waive their rights under the Agreement (including indemnification rights) with respect to breaches, conditions and events relating to Targets' breach of Section 4.1.1(v) in connection with bringing into compliance any items reflected on Schedule 2.7 of the Agreement. 7. Payment of Indemnification. Section 6.4.4 of the Agreement shall be amended to add the following at the end thereof: "Notwithstanding any provision to the contrary contained in the Agreement, any and all Damages fixed and payable by Acquiror or MiniMed to any Target pursuant to Sections 6.4.1 or 6.4.3 hereof shall be payable solely in Common Stock, the number of shares of which shall be equal to (A) the average closing price of the Common Stock on the NASDAQ National Market for a period of ten (10) consecutive business days ending two (2) days prior to the date the Damages are fixed and payable, divided into (B) such amount of Damages, rounded down to the nearest whole number." 3 8. Indemnification Limitations. A new Section 6.4.6 of the Agreement shall read as follows: "6.4.6 Indemnification Limitations. Notwithstanding any provision to the contrary contained in the Agreement, Lowy shall be under no liability to indemnify Acquiror or MiniMed under Sections 6.4.1 or 6.4.2 (and Acquiror and MiniMed shall not make a claim against Lowy under Sections 6.4.1 or 6.4.2) with respect to Damages related to, caused by or arising from any Corporation in which Lowy did not own any Shares immediately prior to the Closing." 9. Effect on Agreement; General Provisions. Except as set forth in this Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full force and effect. This Amendment shall be governed by the provisions of the Agreement regarding choice of law, attorneys' fees, and successors and assigns. This Amendment shall become effective upon its execution, which may occur in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Captions and paragraph headings are used herein for convenience only, are not a part of this Amendment or the Agreement as amended by this Amendment and shall not be used in construing either document. Each reference to the Agreement and any agreement contemplated thereby or executed in connection therewith, whether or not accompanied by reference to this Amendment, shall be deemed a reference to the Agreement as amended by this Amendment. 4 IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written. TARGETS: "Kusher" By /s/ Robert A. Kusher --------------------------- Robert A. Kusher "Lowy" By /s/ Craig Lowy --------------------------- Craig Lowy ACQUIROR: MINIMED DISTRIBUTION CORP. By /s/ Eric S. Kentor --------------------------- Name: Eric S. Kentor Title: President MINIMED: MINIMED INC. By /s/ Terrance H. Gregg --------------------------- Name: Terrance H. Gregg Title: President and Chief Operating Officer EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT 99.1 Contact: Eric S. Kentor Senior Vice President and General Counsel Kevin R. Sayer Senior Vice President and Chief Financial Officer 818-362-5958 MiniMed Inc. FOR IMMEDIATE RELEASE Investor Relations: Robert P. Jones/Meredith Pudalov 212-850-5600 Media: Miriam Adler 212-850-5600 Sheryl Seapy 415-296-7383 Morgen-Walke Associates MINIMED INC. CONSUMMATES ACQUISITION OF PRIVATELY HELD HOME MEDICAL SUPPLY, INC., A MEDICAL SUPPLY DISTRIBUTOR AND PHARMACY OPERATOR Sylmar, CA, January 12, 1998 - MiniMed Inc. (Nasdaq: MNMD) today announced that, as of January 2, 1998, it has consummated its acquisition of Home Medical Supply, Inc. and its affiliated companies (HMS), a privately held group of companies that is headquartered in Florida. HMS operates a medical products and supplies distribution business in approximately 30 states, which includes mail order pharmacy operations in Florida and Georgia. All of the outstanding capital stock of the HMS entities were acquired by MiniMed through its wholly owned subsidiary, MiniMed Distribution Corp., in exchange for 374,884 shares of MiniMed common stock, valued at approximately $14.2 million. The transaction will be accounted for as a pooling of interests. MiniMed anticipates that it will record a one-time charge in the fourth quarter of 1997 of approximately $1.0 to $1.5 million in transaction related costs and costs associated with the restructuring and integration of HMS' operations. HMS' businesses include pharmacy operations and distribution of a broad range of diabetes treatment products, including MiniMed's insulin infusion pumps and related disposables. The acquisition is in furtherance of MiniMed's announced strategy of establishing an infrastructure to deliver systems for the treatment of chronic conditions in addition to diabetes, and improving the channels of distribution for its existing products. HMS currently has approximately 150 employees. -more- 2 Page 2 MiniMed Inc. designs, develops, manufactures and markets advanced infusion systems primarily for the intensive management of diabetes and other medical conditions. The Company's products include external pumps and related disposables, as well as an implantable insulin pump, which is currently approved for distribution in the European Community and has not yet received permission to be marketed in the U.S. The Company is also developing a glucose monitoring system designed to continuously monitor glucose levels and new infusion systems to deliver compounds designed to treat a variety of medical conditions. This press release contains certain forward-looking statements that reflect MiniMed's current views of certain future events and operations, and of the Company's prospects generally. These forward-looking statements involve risks and uncertainties, including those related to MiniMed's ability to effectively integrate HMS' operations and services (including its pharmacy operations) into those of MiniMed, as well as risks associated with future product offerings of MiniMed. The forward looking statements contained herein are based on assumptions, external factors, uncertainties and other risks that are described in MiniMed's reports filed with the Securities and Exchange Commission. Actual results could differ materially from these forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----