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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 29, 1997
HEARTSTREAM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
27330 91-1577477
(Commission File. No.) (IRS Employer Identification No.)
2401 4th Avenue, Suite 300
Seattle, Washington 98121
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 443-7630
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Item 5. Other Events.
On December 29, 1997, Heartstream, Inc., a Delaware corporation (the
"Company"), announced the execution of an Agreement and Plan of Reorganization
dated as of December 29, 1997, among Hewlett-Packard Company, a California
corporation ("HP"), Whistler Acquisition Corporation, a Delaware corporation
("Merger Sub"), and the Company (the "Reorganization Agreement"). The
Reorganization Agreement contemplates that, subject to the satisfaction of
certain conditions set forth therein, including the approval and adoption of
the Reorganization Agreement by the requisite vote of the Company's
stockholders, Merger Sub will be merged into the Company. As a result of the
merger of Merger Sub into the Company (the "Merger"), the Company would become
a wholly-owned subsidiary of HP. Pursuant to the Reorganization Agreement,
each outstanding share of the Company's common stock would be exchanged for
that number of shares of the common stock of HP determined by dividing $11.00
by the average closing price of HP common stock for the five trading days
ending on the trading day before the closing of the Merger (the "HP Common
Stock"), and, immediately prior to the effective time of the Merger, all
outstanding options to purchase common stock of the Company would become fully
vested and exercisable. The Merger is intended to be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended.
On December 29, 1997, the Company and HP issued a joint press release
relating to the execution of the Reorganization Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
A registration statement relating to the HP Common Stock has not yet been
filed with the Securities and Exchange Commission ("SEC"), nor has a proxy
statement relating to a vote of the Company's stockholders on the Merger been
filed with the SEC. The HP Common Stock may not be offered, nor may offers to
acquire such stock be accepted, prior to the time such registration statement
becomes effective. This report shall not constitute an offer to sell or the
solicitation of any offer to buy any HP Common Stock or any other security, and
shall not constitute the solicitation of any vote with respect to the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description
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99.1 Joint Press Release of Hewlett-Packard Company and Heartstream,
Inc. dated December 29, 1997.
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.
HEARTSTREAM, INC.
Dated: January 15, 1998 By: /s/ Alan J. Levy
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Alan J. Levy
President and Chief Executive Officer
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EXHIBIT 99.1
HP TO ACQUIRE HEARTSTREAM, INC.
DEAL STRENGTHENS HP'S COMMITMENT TO AHA'S CARDIAC "CHAIN OF SURVIVAL"
Palo Alto, Calif. and Seattle, Wash. Dec. 29, 1997
Hewlett-Packard Company and Heartstream, Inc. today announced that they have
signed an agreement under which HP is expected to acquire Heartstream.
Heartstream, which is based in Seattle, develops automated external
defibrillators. The acquisition is intended to complete HP's range of external
defibrillators aimed at the cardiac-care continuum, from trained lay responders
to highly trained clinical users.
Under the terms of the agreement, Heartstream's stockholders will receive, in
exchange for their shares of Heartstream common stock, shares of HP common
stock, the number to be determined by dividing $11 by the average closing price
of HP common stock for the five trading days ending on the trading day before
the closing. The transaction is expected to close by early spring, pending
completion of customary closing conditions and receipt of Heartstream
stockholder and required government approvals.
According to the American Heart Association (AHA), sudden cardiac arrest claims
the lives of 350,000 Americans each year. Only defibrillation, which
administers an electrical shock, can restore the normal rhythm of the heart in
sudden cardiac arrest. The AHA estimates that up to 100,000 lives could be saved
annually if victims were defibrillated sooner. The association has developed an
educational campaign, called the Chain of Survival, about the need for early
access to emergency medical care, cardiopulmonary resuscitation (CPR), early
defibrillation and advanced cardiac life support.
HP is a leading provider of manual external defibrillators. HP's CodeMaster
products are used in hospitals, clinics and physicians' offices worldwide. A
strategic alliance with Laerdal Medical Corporation, announced in 1996,
broadened HP's distribution reach into the pre-hospital market for paramedics
and other specially trained emergency medical teams.
Heartstream's automated external defibrillator, the ForeRunner, is designed for
extreme portability and ease of use. The product is marketed to minimally
trained responders, such as police, airline flight personnel and industrial
first-aid teams. Heartstream manufactures and markets the only FDA-cleared
automated external defibrillator with patented SMART biphasic technology, which
significantly reduces the amount of energy required to restore the heart's
rhythm.
"Heartstream's ForeRunner is an exceptional product in terms of its industrial
design and ease of use for non-clinical personnel," said Stephen Rusckowski,
general manager of HP's Cardiology Products Division. "We respect Heartstream's
achievements in creating awareness and market acceptance for defibrillation at
the point-of-crisis. Combining Heartstream's technology and ForeRunner products
with HP's current family of external defibrillators will allow us to strengthen
our commitment to the cardiac chain of survival."
"We believe that this acquisition by HP will help bring our SMART biphasic
technology to a broader range of customers," said Alan Levy, president of
Heartstream. "Heartstream's technology, combined with the complementary products
from HP and Laerdal and the strength of their distribution channel, will better
address the fastest-growing segment of the external-defibrillator market and
improve the chances of survival from the nation's leading cause of death."
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Upon completion of the acquisition, Heartstream is expected to become part of
HP's Cardiology Products Division. Heartstream employees will become HP
employees, with the majority expected to accept positions within HP.
About Heartstream
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Heartstream, Inc. (NASDAQ: HTST) develops, manufactures and markets innovative
automatic external defibrillators for the treatment of sudden cardiac arrest.
The company employs about 135 people at its corporate headquarters in Seattle.
Heartstream's customers include American Airlines, the British Red Cross, Intel
Corporation, Lucent Technologies, Mirage Resorts, Nike and State Farm Insurance.
Information about Heartstream can be found on the World Wide Web at
http://www.heartstream.com.
About HP
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HP's Medical Products Group, based in Andover, Mass., is a worldwide leader in
clinical measurement and diagnostic technologies, information solutions,
services, support and supplies for the healthcare industry. The group has 5,300
employees and had revenue of more than $1.2 billion in its 1997 fiscal year.
HP leads the world in critical-care patient monitoring, cardiovascular
ultrasound imaging and clinical-information system for critical care, and is at
the forefront of new technologies such as point-of-care diagnostics and
predictive instruments. HP is the founding member of the Andover Working Group,
a 250-member initiative focused on developing standards-based interoperability
between healthcare applications.
HP Medical Products Group is the official patient-monitoring and defibrillator
supplier to the 1998 World Cup. Information about HP Medical Products Group can
be found on the World Wide Web at http://www.hp.com/go/healthcare.
HP is the official information-technology hardware and maintenance supplier to
the 1998 World Cup soccer tournament.
Hewlett-Packard Company is a leading global provider of computing, Internet and
intranet solutions, services, communications products and measurement solutions,
all of which are recognized for excellence in quality and support. HP has
121,900 employees and had revenue of $42.9 billion in its 1997 fiscal year.
Information about HP and its products can be found on the World Wide Web at
http://www.hp.com.
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