-----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, WaEkDmGoRfl96U5fMGHJdtALjyGfICbgOTuCa4N+xFG5C3BAngENAGSnCDbZAI+Y jFozJKs3/fliPRbzOpmkVg== 0000909518-08-000270.txt : 20080319 0000909518-08-000270.hdr.sgml : 20080319 20080319171621 ACCESSION NUMBER: 0000909518-08-000270 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080310 FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SPECIALIZED HEALTH PRODUCTS INTERNATIONAL INC CENTRAL INDEX KEY: 0000790228 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 930945003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 585 WEST 500 SOUTH CITY: BOUNTIFUL STATE: UT ZIP: 84010 BUSINESS PHONE: 801-298-3360 MAIL ADDRESS: STREET 1: 585 WEST 500 SOUTH CITY: BOUNTIFUL STATE: UT ZIP: 84010 FORMER COMPANY: FORMER CONFORMED NAME: RUSSCO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WARE HADLEY VENTURES INC DATE OF NAME CHANGE: 19910123 FORMER COMPANY: FORMER CONFORMED NAME: SANTIAM VENTURES INC DATE OF NAME CHANGE: 19900510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26694 FILM NUMBER: 08700093 BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 3 1 bard_form3ex.xml X0202 3 2008-03-10 0 0000790228 SPECIALIZED HEALTH PRODUCTS INTERNATIONAL INC SHPI 0000009892 BARD C R INC /NJ/ 730 CENTRAL AVENUE MURRAY HILL NJ 07974 0 0 1 0 Common Stock 0 D Due to the limitation of the amount of characters used, please see Explanation 1 in Exhibit 99.1. See Exhibit 99.1 - Explanation to Responses. /s/ Stephen J. Long, Vice President, General Counsel and Secretary 2008-03-19 EX-99 2 bard_form3e991.txt EXHIBIT 99.1 ------------ Explanation of Responses ------------------------ (1) Galen Partners III, L.P., Galen Partners International III, L.P., Galen Partners Employee Fund III, L.P., Jeffrey Soinski, Donald D. Solomon, Jann H. Solomon, Paul Evans, Evans Family Ltd Partnership, David A. Green and Rebecca Whitney (each, a "Stockholder" and, collectively, the "Stockholders") and the Reporting Person are parties to a Voting and Support Agreement, dated as of March 10, 2008 (the "Voting Agreement"), with respect to 19,488,745 shares of Common Stock of the Issuer (collectively, the "Subject Shares") held of record by the Stockholders. The Voting Agreement was entered into as a condition to the willingness of the Reporting Person to enter into an Agreement and Plan of Merger, dated as of March 10, 2008, (the "Merger Agreement"), by and among the Reporting Person, Pelican Acquisition Sub Co., a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and the Issuer. The Merger is subject to a number of conditions, and there is no certainty that the Merger will be consummated. Pursuant to the Voting Agreement, at any meeting of the stockholders of the Issuer, and at any adjournment or postponement thereof, called to seek Stockholder Approval (as defined in the Merger Agreement) or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, each Stockholder agreed to, including by executing a written consent solicitation if requested by the Reporting Person, vote (or cause to be voted), in person or by proxy, the Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting of the stockholders of the Issuer which the Reporting Person supports. The Stockholders have granted an irrevocable proxy to the Reporting Person pursuant to the Voting Agreement. As a result of such grant, the Reporting Person may be deemed to be the beneficial owner of the Subject Shares for purposes of Rule 13d-3 under the Securities Exchange Act of 1934. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Subject Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. -----END PRIVACY-ENHANCED MESSAGE-----