-----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, DCu89qlMGv3/nbwq8TZkRNUGHVEzevD+9eEgYpH4mTW7SvWu1I1xbT+B0/Vn6t0G tniF67Hj8OAHvbfYAL/fUQ== 0000912057-97-001448.txt : 19970123 0000912057-97-001448.hdr.sgml : 19970123 ACCESSION NUMBER: 0000912057-97-001448 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961120 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN MEDICAL TECHNOLOGIES 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-05958 FILM NUMBER: 97509016 BUSINESS ADDRESS: STREET 1: 10240 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103096830 MAIL ADDRESS: STREET 1: 10240 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: DE ZIP: 21046- FORMER COMPANY: FORMER CONFORMED NAME: SURVIVAL TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 8-K/A 1 FORM 8-K/A, ITEMS 2PGS.,SIG,INDEX (5PGS TOTAL) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 1996 Meridian Medical Technologies, 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.) 10240 Old Columbia Road, Columbia, MD 21046 --------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (410) 309-6830 ------------- ------------------------------------------------------------------------ (Former name or former address, if changed since last report) The Registrant hereby amends the following item of its Current Report on Form 8-K dated November 20, 1996, filed on December 5, 1996, as set forth below: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements. (1) Audited consolidated financial statements of Brunswick as of June 30, 1996 and for the year then ended, together with the report of the independent accountants thereon, were previously included on pages F-1 through F-28 of the Registrant's definitive proxy statement dated October 30, 1996.* (2) Audited consolidated financial statements of Brunswick as of June 30, 1995 and 1994 and for the two years ended June 30, 1995 and 1994, together with the report of the independent public accountants thereon.* (3) Unaudited Consolidated Condensed Financial Statements of Brunswick for the one-month period ended July 31, 1996 and as of October 31, 1996 and for the three-month period then ended are filed herewith. (b) Pro Forma Financial Information. (1) Unaudited pro forma combined financial information as of July 31, 1996, giving effect to the merger, were previously included on pages 50-55 of the Registrant's Definitive Proxy Statement dated October 30, 1996.* (c) Exhibits. 2.1 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).* 4.1 Form of Warrant to be issued by the Registrant to holders of Brunswick preferred stock.* - 2 - 23.1 Consent of Price Waterhouse LLP.* 23.2 Consent of Arthur Andersen LLP.* 99.1 Audited consolidated financial statements of Brunswick as of June 30, 1995 and 1994 and for the two years ended June 30, 1995 and 1994, together with the report of the independent public accountants thereon.* 99.2 Press Release dated November 20, 1996.* 99.3 Unaudited Consolidated Condensed Financial Statements of Brunswick for the one-month period ended July 31, 1996 and as of October 31, 1996 and for the three-month period then ended are filed herewith. _____________ * Previously identified or filed with the initial filing of this Current Report on Form 8-K dated November 20, 1996 and filed on December 5, 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. MERIDIAN MEDICAL TECHNOLOGIES, INC. Date: January 22, 1997 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 2.1 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)............................ * 4.1 Form of Warrant to be issued by the Registrant to holders of Brunswick preferred stock................................ * 23.1 Consent of Price Waterhouse LLP................ * 23.2 Consent of Arthur Andersen LLP................. * 99.1 Audited consolidated financial statements of Brunswick as of June 30, 1995 and 1994 and for the two years ended June 30, 1995 and 1994, together with the report of the independent public accountants thereon........................................ * 99.2 Press Release dated November 20, 1996.......... * 99.3 Unaudited Consolidated Condensed Financial Statements of Brunswick for the one-month period ended July 31, 1996 and as of October 31, 1996 and for the three-month period then ended are filed herewith........... 6 _____________ * Previously identified or filed with the initial filing of this Current Report on Form 8-K dated November 20, 1996 and filed on December 5, 1996 - 5 - EX-99.3 2 EXH 99.3,12 PAGES (6-17) BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED BALANCE SHEETS July 31, June 30, 1996 1996 --------- ------- (unaudited) (audited) ASSETS Current Assets: Cash and cash equivalents $ 527,773 $ 511,835 Restricted cash 961,192 958,221 Short-term investments 257,479 -- Accounts receivable, net of allowance for doubtful accounts of $61,000 7,439,289 7,536,694 Inventory 5,330,398 5,326,651 Prepaid expenses 823,169 800,204 Deferred income taxes 1,217,500 1,217,500 ---------- ---------- Total current assets 16,556,800 16,351,105 ---------- ---------- Fixed Assets, net 14,984,345 14,990,276 Goodwill, net 1,443,701 1,458,739 Developed technology, patents and licenses, net 7,193,057 7,238,957 Other intangible assets 1,390,011 1,654,732 ---------- ---------- Total Assets $41,567,914 $41,693,809 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable to bank 3,875,400 3,875,400 Notes payable to Syntex 588,400 588,400 Current portion of long-term debt 516,800 516,800 Line of credit - 197,216 Accounts payable and accrued expenses 4,358,525 4,018,911 Customer deposits 736,000 736,000 Current maturities of capital lease obligations - 22,069 Restructuring reserve 640,400 640,400 Other liabilities and accruals 1,611,900 1,611,900 ---------- ---------- Total current liabilities 12,327,425 12,207,096 Notes payable to bank, long-term 15,171,353 14,872,251 Other long-term debt 1,184,300 1,184,300 Other noncurrent liabilities 616,500 616,500 Deferred income taxes 1,605,500 1,605,500 Long term capital lease obligations 30,453 32,823 ---------- ---------- Total liabilities 30,935,531 30,518,470 ---------- ---------- Minority interest in consolidated subsidiary 6,788,500 6,788,500 Stockholders' Equity Common stock 684 684 Additional Paid in Capital 15,866,110 15,866,110 Preferred Stock-Series A 647 647 Preferred Stock-Series B 291 291 Preferred Stock-Series C 3,744 3,744 Preferred Stock-Series D -- -- Preferred Stock-Series E -- -- Preferred Stock-Series F 2,787 2,787 Warrants 2,072,951 2,072,951 Retained deficit (13,907,188) (13,393,349) Unearned stock option compensation (175,629) (181,745) Currency translation adjustment (9,061) 26,172 Treasury stock, at cost (11,453) (11,453) ---------- ---------- Total stockholders' equity 3,843,883 4,386,839 ---------- ---------- Total Liabilities & Stockholders' Equity $41,567,914 $41,693,809 ---------- ---------- ---------- ---------- The accompanying notes are an integral part of these financial statements. BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED Month Ended July 31, ------------------- 1996 1995 ---- ---- Cash flows from operating activities: Net income (loss) 1,261 (85,452) Adjustments to reconcile net income to net cash provided by (used for) operating activities Depreciation and amortization 268,682 18,338 Amortization of deferred compensation 6,116 6,116 Loss on disposal of fixed assets 5,387 - Decrease in receivables 97,405 9,633 Increase in inventories (3,747) (23,541) Increase in prepaid expenses and other assets (22,965) (3,920) Increase (decrease) in accounts payable and accrued expenses 339,614 (25,643) ------- ------- Net cash provided by (used for) operating activities 691,753 (104,469) Cash flows from investing activities: Purchases of fixed assets -- (335) Increase in restricted cash (2,971) -- Purchase of short-term investments (257,479) -- Decrease (increase) in deferred charges and other assets 256,921 (588) ------- ------- Net cash used for investing activities (3,529) (923) Cash flows from financing activities: Purchase of treasury stock Proceeds on note payable to bank - 150,000 Payment under noncompete agreement - (14,530) Net (payments) proceeds from line of credit (197,216) 7,660 Payments under capital lease agreements (24,439) (1,146) Proceeds from issuance of notes payable 299,102 ------- ------- Net cash provided by financing activities 267,704 141,984 Effect of consolidation (714,500) Net effect of currency fluctuation on cash flows (35,233) (3,213) ------- ------- Net increase in cash 15,938 33,379 Cash at beginning of period 511,835 51,714 ------- ------- Cash at end of period $ 527,773 $ 85,093 ------- ------- ------- ------- BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED Month Ended July 31, ------------------- 1996 1995 ---- ---- Net Sales 4,510,568 257,894 Cost of Goods Sold 2,609,167 120,629 --------- ------- Gross profit 1,901,401 137,265 Operating Expenses: Engineering, research and development 295,014 62,682 Selling, general and administrative expenses 429,410 136,993 Depreciation and amortization expenses 268,682 18,338 --------- ------- Operating expenses 993,106 218,013 Income (loss) from operations 908,295 (80,748) Interest expense, net 153,827 4,391 Other (income) expenses (13,993) 313 --------- ------- Income (loss) before taxes and minority interest 768,461 (85,452) Provision for income taxes 439,800 -- Minority interest in consolidated subsidiary 327,400 -- --------- ------- Net income (loss) $ 1,261 $(85,452) --------- ------- --------- ------- Weighted average shares outstanding 68,417 68,417 Net income (loss) per share $0.02 $(1.25) The accompanying notes are an integral part of these financial statements. Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements July 31, 1996 1. Brunswick Biomedical Corporation (the Company) is engaged in the development, manufacture and sale of emergency life saving and less/noninvasive arrhythmia management devises. Survival Technologies, Inc. (STI), as 61.1% owned subsidiary of the Company, was acquired in April 1996 and is a publicly traded technology-based health care company that designs, develops and produces a broad range of automatic injectors, prefilled syringes and other innovative health care devices, with a major focus on safe and convenient participation by the patient in injection therapy. 2. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of July 31, 1996, the results of its operations and cash flows for the month ended July 31, 1996 and 1995. The results of operations for the month ended July 31, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ended July 31, 1997. 3. The Company's unaudited consolidated condensed financial statements as of and for the one-month period ended July 31, 1996 include STI's revenue and expenses for the one-month period ended July 31, 1996 and STI's assets and liabilities as of July 31, 1996. The Company's unaudited consolidated condensed financial statements as of and for the one-month period ended July 31, 1995 and notes to financial statements do not include STI balances. Other significant accounting principles and practices followed by the Company are set forth in Note 1 of the Notes to the June 30, 1996 Consolidated Financial Statements. The Company's consolidated balance sheet as of June 30, 1996 includes STI's assets and liabilities as of July 31, 1996. As a result, the Company's cash flows for the month ended July 31, 1996 includes a $714,500 effect of consolidation. This amount represents the Company's 61.1% interest in STI's net income and STI's depreciation and amortization for the month ended July 31, 1996. Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements (continued) July 31, 1996 4. Inventories consisted of the following: July 31, June 30, 1996 1996 ---- ---- Components and sub-assemblies $3,260,703 $3,217,188 Material, labor and overhead costs in process 1,417,250 1,436,904 Finished goods 1,108,152 966,059 --------- ------- 5,786,105 5,620,151 Inventory reserve ( 455,707) (293,500) ---------- --------- $5,330,398 $5,326,651 ---------- ---------- ---------- ---------- 5. In fiscal 1995, STI's Board of Directors approved a restructuring plan which resulted in a $450,000 charge against earnings for the relocation of corporate headquarters. As part of this plan, STI initiated certain organizational changes during 1996 resulting in additional charges related to employee severance benefits provided to certain employees terminated during fiscal 1996. The following table sets forth STI's restructuring reserve as of July 31, 1996: Restructuring Reserves ---------------------- Relocation Employee of facilities Separations Total ------------- ----------- ----- Relocation of facilities $450,000 $450,000 Restructuring of operations $321,900 321,900 Cash payments (7,200) (124,300) (131,500) ------ -------- -------- Reserve as of June 30, 1996 442,800 197,600 640,400 Cash payments - - - ------- ------- ------- Reserve as of July 31, 1996 $442,800 $197,600 $640,400 ------- ------- ------- ------- ------- ------- Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements (continued) July 31, 1996 In October 1996, STI signed a letter of intent to sublease its corporate office space in Rockville, Maryland and entered into a new lease in Columbia, Maryland for the relocation of the corporate headquarters. The reserve balance for the relocation of facilities at July 31, 1996 is sufficient to cover both the moving costs and the lease rate differential on the sublease. STI moved its corporate headquarters in December 1996. 6. On November 20, 1996, the Company merged with and into STI in accordance with the terms of the Agreement and Plan of Merger dated September 11, 1996. BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED BALANCE SHEETS October 31, July 31, 1996 1996 ---------- ----------- (unaudited) (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 350,101 $ 527,773 Restricted cash 665,079 961,192 Short-term investments 259,200 257,479 Accounts receivable, net of allowance for doubtful accounts of $79,000 and $61,000 4,864,334 7,439,289 Inventory 4,837,328 5,330,398 Prepaid expenses 1,278,292 823,169 Deferred income taxes 1,217,500 1,217,500 ---------- ---------- Total current assets 13,471,834 16,556,800 ---------- ---------- Fixed Assets, net 15,031,258 14,984,345 Goodwill, net 1,398,587 1,443,701 Developed technology, patents and licenses, net 7,019,257 7,193,057 Other intangible assets 1,360,611 1,390,011 ----------- ----------- Total Assets $38,281,547 $41,567,914 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable to bank 629,200 3,875,400 Notes payable to Syntex 388,400 588,400 Current portion of long term debt 545,500 516,800 Accounts payable and accrued expenses 4,885,205 4,358,525 Customer deposits 715,800 736,000 Restructuring reserve 570,200 640,400 Other liabilities and accruals 1,482,300 1,611,900 ----------- ----------- Total current liabilities 9,216,605 12,327,425 Notes payable, long-term 15,247,400 15,171,353 Other long-term debt 1,182,100 1,184,300 Other noncurrent liabilities 652,600 616,500 Deferred income taxes 1,605,500 1,605,500 Long term capital lease obligations 26,406 30,453 ----------- ----------- Total liabilities 27,930,611 30,935,531 ----------- ----------- Minority interest in Consolidated subsidiary 7,060,700 6,788,500 Stockholders' Equity Common stock 684 684 Additional Paid in Capital 15,866,110 15,866,110 Preferred Stock-Series A 647 647 Preferred Stock-Series B 291 291 Preferred Stock-Series C 3,744 3,744 Preferred Stock-Series D - - Preferred Stock-Series E - - Preferred Stock-Series F 2,787 2,787 Warrants 2,072,951 2,072,951 Retained deficit (14,485,829) (13,907,188) Unearned stock option compensation (157,281) (175,629) Currency translation adjustment (2,415) (9,061) Treasury stock, at cost (11,453) (11,453) ----------- ----------- Total stockholders' equity 3,290,236 3,843,883 ----------- ----------- Total Liabilities & Stockholders' Equity $38,281,547 $41,567,914 ----------- ----------- ----------- ----------- The accompanying notes are an integral part of these financial statements. BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED Three Months Ended October 31, ------------------------------ 1996 1995 ---- ---- Net Sales 10,196,314 814,593 Cost of Goods Sold 6,415,824 431,676 --------- ------- Gross profit 3,780,490 382,917 Operating Expenses: Engineering, research and development 1,028,955 293,505 Selling, general and administrative expenses 1,555,959 386,397 Depreciation and amortization expenses 703,581 55,214 --------- ------- Operating expenses 3,288,495 735,116 Income (loss) from operations 491,995 (352,199) Interest expense, net 514,294 6,633 Other (income) expenses (114,458) 1,463 ---------- --------- Income (loss) before taxes and minority interest 92,159 (360,295) Provision for income taxes 415,000 - Minority interest in consolidated subsidiary 255,800 - --------- ------- Net loss $ (578,641) $(360,295) ---------- --------- Weighted average shares outstanding 68,417 68,417 Net loss per share $(8.46) $(5.27) The accompanying notes are an integral part of these financial statements. BRUNSWICK BIOMEDICAL CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS UNAUDITED
Three Months Ended October 31, ------------------------------ 1996 1995 ---- ---- Cash flows from operating activities: Net loss (578,641) $ (360,295) Adjustments to reconcile net income to net cash provided by (used for) operating activities, Depreciation and amortization 703,581 55,214 Amortization of deferred compensation 18,348 18,348 Loss on disposals of fixed assets 2,520 4,295 Minority interest of consolidated subsidiary 272,200 Deferred lease incentives (7,600) Decrease in receivables 2,574,955 51,207 Decrease (increase) in inventories 493,070 (1,375) Increase in prepaid expenses and other assets (455,123) (58,642) Increase (decrease) in accounts payable and accrued expenses 526,680 (98,212) Decrease in other current liabilities and accruals (122,000) Decrease in customer deposits (20,200) Decrease in restructuring reserve (70,200) --------- ---------- Net cash provided by (used for) operating activities 3,337,590 (389,460) --------- ---------- Cash flows from investing activities: Purchases of fixed assets (497,900) Purchases of patents and licenses (8,800) Decrease (increase) in restricted cash 296,113 (14) Increase in short-term investments (1,721) Proceeds from sales of fixed assets 2,000 --------- ---------- Net cash used for investing activities (210,308) (14) --------- ---------- Cash flows from financing activities: Net payments on note payable to bank (3,246,200) (350,000) Payment under noncompete agreement (41,813) Net payments on line of credit (5,103) Payment on note payable to Syntex (200,000) Payments under capital lease agreements (4,047) (4,345) Net proceeds from other long-term debt 26,500 Proceeds from issuance of notes payable 76,047 Increase in other noncurrent liabilities 36,100 Proceeds from issuance of preferred stock 1,008,881 --------- --------- Net cash (used for) provided by financing activities (3,311,600) 607,620 ---------- -------- Net effect of currency fluctuation on cash flows 6,646 844 ---------- --------- Net (decrease) increase in cash (177,672) 218,990 Cash at beginning of period 527,773 85,093 --------- ---------- Cash at end of period $ 350,101 $ 304,083 --------- ---------- --------- ----------
Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements October 31, 1996 1. Brunswick Biomedical Corporation (the Company) is engaged in the development, manufacture and sale of emergency life saving and less/noninvasive arrhythmia management devises. Survival Technologies, Inc. (STI), as 61.1% owned subsidiary of the Company, was acquired in April 1996 and is a publicly traded technology-based health care company that designs, develops and produces a broad range of automatic injectors, prefilled syringes and other innovative health care devices, with a major focus on safe and convenient participation by the patient in injection therapy. 2. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of October 31, 1996, the results of its operations and cash flows for the three-month periods ended October 31, 1996 and 1995. The results of operations for the three months ended October 31, 1996 are not necessarily indicative of the results that may be expected for the fiscal year ended July 31, 1997. 3. The Company's unaudited consolidated condensed financial statements as of and for the three-month period ended October 31, 1996 include STI's revenue and expenses for the three-month period ended October 31, 1996 and STI's assets and liabilities as of October 31, 1996. The Company's unaudited consolidated condensed financial statements as of and for the three-month period ended July 31, 1995 and notes to financial statements do not include STI balances. Other significant accounting principles and practices followed by the Company are set forth in Note 1 of the Notes to the June 30, 1996 Consolidated Financial Statements. Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements (continued) October 31, 1996 4. Inventories consisted of the following: October 31, July 31, 1996 1996 ---- ---- Components and sub-assemblies $3,506,056 $3,260,703 Material, labor and overhead costs in process 1,119,922 1,417,250 Finished goods 871,829 1,108,152 ---------- ---------- 5,497,807 5,786,105 Inventory reserve (660,479) (455,707) ---------- ---------- $4,837,328 $5,330,398 ---------- ---------- ---------- ---------- 5. In fiscal 1995, STI's Board of Directors approved a restructuring plan which resulted in a $450,000 charge against earnings for the relocation of corporate headquarters. As part of this plan, STI initiated certain organizational changes during 1996 resulting in additional charges related to employee severance benefits provided to certain employees terminated during fiscal 1996. The following table sets forth STI's restructuring reserve as of October 31, 1996: Restructuring Reserves Relocation Employee of facilities Separations Total ------------- ----------- ----- Relocation of facilities $450,000 $450,000 Restructuring of operations $321,900 321,900 Cash payments (7,200) (124,300) (131,500) -------- -------- -------- Reserve as of June 30, 1996 442,800 197,600 640,400 Cash payments - - - -------- -------- -------- Reserve as of July 31, 1996 442,800 197,600 640,400 Cash payments - (70,200) (70,200) -------- -------- -------- Reserve as of October 31, 1996 $442,800 $127,400 $570,200 -------- -------- -------- -------- -------- -------- Brunswick Biomedical Corporation Notes to Consolidated Condensed Financial Statements (continued) October 31, 1996 In October 1996, STI signed a letter of intent to sublease its corporate office space in Rockville, Maryland and entered into a new lease in Columbia, Maryland for the relocation of the corporate headquarters. The reserve balance for the relocation of facilities at October 31, 1996 is sufficient to cover both the moving costs and the lease rate differential on the sublease. STI moved its corporate headquarters in December 1996. 6. On November 20, 1996, the Company merged with and into STI in accordance with the terms of the Agreement and Plan of Merger dated September 11, 1996. -----END PRIVACY-ENHANCED MESSAGE-----