-----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, M1hRJxADDyjcnmY7XrmAgvE0ZzGQd5QbaSMyIQB2QRp3MifsWRfkAKusg1JqvvIS vzI4vqqQymGW+zFfAF6ucA== 0000912057-96-020348.txt : 19960917 0000912057-96-020348.hdr.sgml : 19960917 ACCESSION NUMBER: 0000912057-96-020348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960916 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURVIVAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000095676 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 520898764 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05958 FILM NUMBER: 96630304 BUSINESS ADDRESS: STREET 1: 2275 RESEARCH BLVD STREET 2: STE 100 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3019261800 MAIL ADDRESS: STREET 1: 2275 RESEARCH BLVD SUITE 100 CITY: ROCKVILLE STATE: MD ZIP: 20850 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 11, 1996 SURVIVAL TECHNOLOGY, INC. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-5958 52-0898764 --------------------------- -------- --------------------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 2275 Research Boulevard, Rockville, MD 20850 ---------------------------------------- ----------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (301) 926-1800 -------------- Not Applicable ------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. On September 11, 1996, Survival Technology, Inc. ("STI" or the "Registrant") entered into an Agreement and Plan of Merger ("Agreement") with Brunswick Biomedical Corporation ("Brunswick"), the holder of approximately 61.1% of the Registrant's outstanding shares of common stock. As previously reported, in connection with STI Board approval of the transaction between the Sarnoff estate and Brunswick, Brunswick agreed to various measures designed to protect the interests of STI minority stockholders. As part of those measures, Bruce M. Dresner and E. Andrews Grinstead, III are serving on a special STI Board committee that, among other things, negotiated and approved the Agreement based on a fairness opinion delivered by Lehman Brothers, Inc., the financial advisor retained by the special committee. Pursuant to the definitive Agreement, each of Brunswick's outstanding shares of common stock (other than shares held by Brunswick as treasury stock and dissenting shares) will be converted into a right to receive 2.1 shares of STI's common stock. Each of Brunswick's outstanding shares of preferred stock (other than shares held by Brunswick as treasury stock and dissenting shares) will be converted into a right to receive 2.1 shares of STI's common stock and a warrant to purchase .4 shares of STI's common stock at an exercise price of $11.00 per share exercisable for a period of five years following the merger. In addition, STI will assume Brunswick's obligations under outstanding options and warrants. These provisions of the Agreement will result in approximately 1.7 million shares of STI common stock being issued in exchange for the Brunswick stock at the time of the merger and may result in additonal issuances of approximately 1.05 million shares of STI common stock if all options and warrants were exercised and the required consideration were paid. Each of the 1,888,126 shares of STI common stock currently owned by Brunswick will be retired in the merger. Consummation of the merger is subject to the receipt of requisite stockholder approvals following distribution of proxy and offering materials and the satisfaction of certain other conditions to closing. For information regarding certain of the terms of the Agreement, reference is made to the press release of the Registrant dated September 11, 1996 and a copy of the Agreement, which are attached hereto or incorporated herein by reference as Exhibits. - 2 - Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 2 Agreement and Plan of Merger dated September 11, 1996. (incorporated by reference herein from Exhibit 6(a) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 2.1 Form of First Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference herein from Exhibit 6(b) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 2.2 Form of Amended and Restated By-Laws of the Registrant (incorporated by reference herein from Exhibit 6(c) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 99 Press Release dated September 11, 1996. - 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, thereunto duly authorized. SURVIVAL TECHNOLOGY, INC. Date: September 12, 1996 By: /s/Jeffrey W. Church ----------------------------- Jeffrey W. Church Sr. Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer) - 4 - EXHIBIT INDEX
Location in Sequentially Numbered Copy 2 Agreement and Plan of Merger dated September 11, 1996 (incorporated by reference herein from Exhibit 6(a) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 2.1 Form of First Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference herein from Exhibit 6(b) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 2.2 Form of Amended and Restated By-Laws of the Registrant (incorporated by reference herein from Exhibit 6(c) to Amendment No. 1 to Schedule 13D filed by Brunswick Biomedical Corporation dated September 13, 1996). 99 Press Release dated September 11, 1996. 6
- 5 - EX-99 2 EXHIBIT 99 Exhibit 99 James H. Miller Chairman, President and CEO and Jeffrey W. Church Sr. Vice President Finance and CFO 1-800-638-8093 FOR IMMEDIATE RELEASE STI AND BRUNSWICK BIOMEDICAL AGREE TO MERGE ROCKVILLE, Maryland, September 11, 1996--Survival Technology, Inc. (STI) (NASDAQ:STIQ) today announced it has signed an agreement to merge with Brunswick Biomedical Corporation, a privately-held medical device company and holder of 61 percent of STI's stock, with STI as the surviving entity. Pursuant to the agreement, each of Brunswick's outstanding shares of common stock will be converted into a right to receive 2.1 shares of STI's common stock. Each of Brunswick's outstanding shares of preferred stock will be converted into a right to receive 2.1 shares of STI's common stock and a warrant to purchase 0.4 share of STI's common stock at an exercise price of $11.00 per share, exercisable for a period of five years following the merger. In addition, STI will assume Brunswick's obligations under outstanding options and warrants. These provisions of the agreement will result in approximately 1.7 million shares of STI common stock being issued in exchange for the Brunswick stock at the time of the merger and may result in the issuance of an additional approximately 1.05 million shares of STI common stock if all options and warrants were exercised and the required consideration paid. Each of the 1,888,126 shares of STI common stock currently owned by Brunswick will be retired in the merger. The transaction is subject to the approval of both STI's and Brunswick's shareholders. It is anticipated that the transaction will be accounted for by the purchase method of accounting and will be completed this fall. - 6 - Brunswick acquired the 61 percent block from the estate of STI's late founder, Dr. Stanley J. Sarnoff, in April 1996. The signing of the merger agreement culminates a three-month process of negotiation conducted by a special committee of STI independent directors with the assistance of Lehman Brothers. "Combining STI and Brunswick creates a new medical device company well-positioned to take advantage of the substantial growth opportunity in the rapidly expanding medical device industry," said James H. Miller, chairman, president and chief executive officer of STI. "We believe that the combination will significantly increase the liquidity of our stock, thus enhancing the opportunity for a broader trading market and the company's access to capital markets." Brunswick manufactures the CardioBeeper-Registered Trademark- personal heart monitor, co-developed with STI to transmit heart function data to medical centers by telephone, and other telemedicine devices. In addition, a 64-lead cardiac mapping system (PRIME ECG -TM-) to aid in the rapid diagnosis of cardiac ischemia, was recently launched in Europe and an educational CD-ROM product will be launched shortly. STI is the worldwide leader in auto-injector technology. An original development of STI, auto-injectors are spring-loaded, prefilled devices that allow patients to self-administer precise doses of injectable medication quickly, safely, easily and without the apprehension associated with a traditional syringe. The company currently produces auto-injectors used in the emergency treatment of allergic reactions and irregular heartbeats, and by military personnel for self-administration of nerve gas antidotes, morphine and diazapam. STI also supplies customized drug delivery system design, pharmaceutical research and development, and sterile product manufacturing to pharmaceutical and biotechnology companies. The company's products and services are designed to improve the medical and economic value of drug therapy. - 7 - -----END PRIVACY-ENHANCED MESSAGE-----