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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 Act of 1934
Date of Report (Date of earliest event reported) October 28, 2000
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Hudson Respiratory Care Inc.
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(Exact name of registrant as specified in its charter)
California 333-56097 95-1867330
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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27711 Diaz Road, P.O. Box 9020, Temecula, CA 92589
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 676-5611
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Not applicable
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
(a) On October 28, 2000, the Registrant completed the acquisition
from Tyco Healthcare Group LP, a Delaware limited partnership ("Seller"), of the
business and certain assets of the Sheridan product line of endotracheal tubes
and related accessories (the "Assets"), pursuant to the terms of an Asset
Purchase Agreement dated as of September 18, 2000, by and between the Seller and
the Registrant. In consideration for the Assets (the "Acquisition"), the
Registrant provided the Seller $18.0 million in cash and assumed certain
liabilities.
The Acquisition was funded with (i) equity financing in the amount of
$6.0 million, and (ii) borrowings in the amount of $12.0 million under existing
credit facilities provided by a group of banks, with Bankers Trust Company as
administrative agent.
The Acquisition purchase price was reached through arm's length
bargaining among the parties. Prior to the Acquisition, there was no other
material relationship between the Seller and the Registrant, or any of their
affiliates, or any director, officer or shareholder or associate of the
foregoing.
(b) Following the Acquisition, the Registrant intends to continue the
operations relating to the Assets in the same manner as conducted prior to the
Acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of the Seller required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
(b) Pro forma financial information.
The pro forma financial statements required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
(c) Exhibits.
2.1 Asset Purchase Agreement by and between the Registrant and the
Seller, dated September 18, 2000.
2.2 Amendment to Asset Purchase Agreement by and between the
Registrant and the Seller, dated September 27, 2000.
2.3 Amendment No. 2 to Asset Purchase Agreement by and between the
Registrant and the Seller, dated October 28, 2000.
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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.
Date: November 13, 2000
HUDSON RESPIRATORY CARE INC.,
a California corporation
By: /s/ Jay R. Ogram
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Jay R. Ogram
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement by and between the Registrant and the
Seller, dated September 18, 2000.
2.2 Amendment to Asset Purchase Agreement by and between the
Registrant and the Seller, dated September 27, 2000.
2.3 Amendment No. 2 to Asset Purchase Agreement by and between the
Registrant and the Seller, dated October 28, 2000.
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