<PAGE>
UNITED STATES 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 April 25, 1994
(Date of earliest event reported)
CORDIS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
0-3274 59-0870525
(Commission File Number) (IRS Employer
Identification Number)
14201 N. W. 60th Avenue, Miami Lakes, Florida 33014
(Address of principal executive offices) (Zip Code)
(305) 824-2000
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On April 25, 1994, Cordis Corporation, a Florida corporation
("Cordis"), acquired Webster Laboratories, Inc., a privately held
California corporation ("Webster"), through the merger (the
"Merger") of Webster with Cordis Acquisition, Inc., a California
corporation ("Merger Sub") and wholly owned subsidiary of Cordis.
As a result of the Merger, Webster became a wholly owned subsidiary
of Cordis. The Merger was effected pursuant to an Agreement and
Plan of Reorganization among Cordis, Webster, Merger Sub and certain
Webster shareholders dated January 20, 1994 and amended by
Amendments Nos. 1 and 2 to Agreement and Plan of Reorganization
dated as of March 15, 1994 and as of April 1, 1994, respectively
(the "Reorganization Agreement") and related Agreement and Plan of
Merger between Merger Sub and Webster filed with the California
Secretary of State on April 25, 1994 (the "Merger Agreement").
Webster designs, manufactures and sells electrophysiology catheters.
Renamed Cordis Webster, Inc., the subsidiary will operate under
Webster's existing management and personnel and will occupy
Webster's existing facilities in California.
Pursuant to the Reorganization Agreement and the Merger Agreement,
all shares of Webster Common Stock, no par value, outstanding
immediately prior to the Merger were automatically converted into
the right to receive approximately 1,668,982 shares of Cordis'
Common Stock, at an exchange ratio of .281039 of a share of Cordis'
Common Stock, $1.00 par value, for each share of Webster Common
Stock (the "Exchange Ratio"). Cordis did not issue fractional
shares, but paid cash of $276 in lieu thereof. Upon consummation
of the Merger, former Webster shareholders owned approximately 10.4%
of the outstanding Common Stock of Cordis.
On the effective date of the Merger, Cordis also assumed outstanding
Webster options for the purchase of an additional 192,401 shares
of Cordis Common Stock. The per share exercise price of such
options was adjusted proportionally.
At the Effective Time of the Merger, 10% of the shares of Cordis
Common Stock issuable to the holders of Webster Common Stock were
deposited by Cordis with Chemical Bank pursuant to the Escrow
Agreement dated as of April 25, 1994 among Cordis, Merger Sub,
Webster, Chemical Bank (as Escrow Agent) and David W. Chonette (as
the representative of the Webster Shareholders).
Pursuant to the Reorganization Agreement, each person who was an
affiliate of either Cordis or Webster, within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), have
agreed to not dispose of any shares of Common Stock of Cordis prior
to the time that financial results of at least 30 days of post-
Merger combined operations of Cordis and Webster have been made
publicly available, and to not sell or otherwise dispose of shares
of Common Stock of Cordis held by them (whether received in the
Merger or previously held) except in compliance with applicable
provisions of the Securities Act and the rules and regulations
thereunder.
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Pursuant to the Reorganization Agreement, the following members of
the Webster management team entered into agreements with Cordis for
employment in the capacities indicated, effective upon consummation
of the Merger: Dr. Tony R. Brown, Vice President of Cordis and
President and Chief Executive Officer of Cordis Webster and Wilton
W. Webster, Jr., Vice President and Senior Scientific Advisor of
Cordis and Vice President Research and Development and Chief
Engineer of Cordis Webster.
The shares of the Common Stock of Cordis issued in the Merger were
registered on a Registration Statement on Form S-4 (Reg. No. 33-
52399) (the "S-4"). The transaction is structured as a tax-free
reorganization of Webster and will be accounted for as a pooling of
interests. The foregoing description of the Merger is qualified in
its entirety by the information contained in the Agreement and the
related Reorganization Agreement and Merger Agreement filed as
exhibits hereto and incorporated by reference herein and the S-4.
Item 7. Financial Statements and Exhibits
Certain of the financial statements and exhibits listed below are
incorporated by reference to financial statements and exhibits to
previously filed registration statements or reports of the Company
as indicated in the "Incorporated by Reference to" column.
(a) Financial statements of business acquired
Incorporated by
Reference to
Registration
No. or Report Description
Amendment No. 1 to Financial Statements of Webster
Form S-4 No.33-52399 Laboratories, Inc.
dated April 4, 1994
Report of Independent Certified
Accountants
Balance Sheets at November 30, 1993
and 1992
Statements of Earnings for the three
years ended November 30, 1993
Statements of Stockholders' Equity
for the three years ended November
30, 1993
Statements of Cash Flows for the
three years ended November 30, 1993
Notes to Financial Statements
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(b) Pro forma financial information
Incorporated by
Reference to
Registration
No. or Report Description
Amendment No. 1 to Pro Forma Condensed Combined
Form S-4 No.33-52399 Financial Statements as of December
dated April 4, 1994 31, 1993 and for the Six Months Ended
December 31, 1993 and 1992 and for
the years Ended June 30, 1993, 1992
and 1991
(c) Exhibits
Incorporated
by Reference to
Ex- Ex-
hibit Registration hibit
No. No.or Report No. Description
2(a) Amendment No.1 2(a) Agreement and Plan of
to Form S-4 Reorganization By and Among
No.33-52399 Cordis Corporation (Cordis),
dated April 4, Cordis Acquisition, Inc.
1994 (Acquisition), Webster
Laboratories, Inc. (Webster)
and Certain Shareholders of
Webster Laboratories, Inc.
Dated as of January 20, 1994.
2(b) Amendment No.1 2(b) Amendment No. 1 to Agreement and
to Form S-4 Plan of Reorganization By and
No. 33-52399 Among Cordis, Acquisition,
dated April 4, Webster and Certain Shareholders
1994 of Webster dated as of March 15,
1994.
2(c) Amendment No.1 2(c) Amendment No. 2 to Agreement and
to Form S-4 Plan of Reorganization By and
No. 33-52399 Among Cordis, Acquisition,
dated April 4, Webster and Certain Shareholders
1994 of Webster dated as of April 1,
1994.
2(d) Agreement and Plan of
Merger between Acquisition
and Webster
20(a) Form 8-K dated News Release dated January 21,
January 20, 1994 1994.
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20(b) -- News Release dated April 25,
1994.
23 Consent of Deloitte & Touche,
Independent Auditors
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.
CORDIS CORPORATION
Date: May 6, 1994 By: Alfred J. Novak
Alfred J. Novak
Vice President, Treasurer
and Chief Financial Officer
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AGREEMENT OF MERGER
This Agreement of Merger (the "Agreement of Merger") is entered
into as of April 25, 1994 by and between Cordis Acquisition, Inc., a newly
formed California corporation and a wholly owned subsidiary of Acquiror
(as defined below) ("Acquiror Sub"), and Webster Laboratories, Inc., a
California corporation (the "Company" or, after the Effective Time (as
defined below), the "Surviving Corporation"). The Company and Acquiror
Sub are herein at times collectively referred to as the "Constituent
Corporations."
RECITALS
A. Cordis Corporation, a Florida corporation ("Acquiror"),
directly owns all of the outstanding shares of capital stock of Acquiror Sub.
B. The Constituent Corporations, Acquiror and certain of the
shareholders of the Company (the "Company Shareholders") have entered
into an Agreement and Plan of Reorganization dated as of January 20, 1994
and amended by Amendments Nos. 1 and 2 to Agreement and Plan of
Reorganization dated as of March 15, 1994 and as of April 1, 1994,
respectively (the "Reorganization Agreement"), providing for certain
representations, warranties and agreements.
C. The Boards of Directors of the Constituent Corporations deem
it advisable and in the best interests of the Constituent Corporations and in
the best interests of their respective shareholders that Acquiror Sub be
merged with and into the Company, which shall be the Surviving
Corporation (the "Merger"), pursuant and subject to the terms and
conditions of the Reorganization Agreement and this Agreement of Merger
and in accordance with the provisions of Section 1100 et seq. of the
California Corporations Code.
NOW THEREFORE, the Constituent Corporations hereby agree as
follows:
ARTICLE I
Capitalization of the Constituent Corporations
1.01 Organization of the Company.
(a) The Company was incorporated under the laws of the
State of California on December 17, 1980.
(b) The Company has an authorized capitalization of (i)
10,000,000 shares of common stock, without par value ("Company Common
Stock"), of which 4,738,635 shares were issued and outstanding as of the date
hereof, and (ii) 4,000,000 shares of serial preferred stock, without par value
("Company Preferred Stock"), of which 1,200,000 shares were issued and
outstanding as of the date hereof. Prior to the Effective Time, all outstanding
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shares of the Company Preferred Stock shall have been converted into
Company Common Stock as provided for an in accordance with the Articles
of Incorporation of the Company then in effect and that certain agreement
referred to in Section 8.19 of the Reorganization Agreement.
1.02 Organization of Acquiror Sub.
(a) Acquiror Sub was incorporated under the laws of the
State of California on January 12, 1994.
(b) Acquiror Sub has an authorized capitalization of 1,000
shares of common stock, par value $0.01 per share ("Acquiror Sub Common
Stock"), of which 1,000 shares are issued and outstanding on the date hereof,
all of which are owned by Acquiror.
ARTICLE II
The Merger
2.01 Effective Time of the Merger. The Merger shall become
effective upon filing with the California Secretary of State (the "Secretary")
of this Agreement of Merger and the officers' certificates required to be filed
with the Secretary in accordance with Section 1103 of the Corporations Code
of the State of California ("California Corporations Code") (the "Effective
Time"), as contemplated under Section 1.02 of the Reorganization
Agreement.
2.02 Effect of the Merger. At the Effective Time, the effect of the
Merger shall be as provided in the provisions of Section 1107 of the
California Corporations Code. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time, the Surviving
Corporation shall possess, and succeed without other transfer to, all the
rights and property of each of Acquiror Sub and the Company; and the
Surviving Corporation shall be subject to all debts and liabilities of, either
Acquiror Sub or the Company in the same manner as if the Surviving
Corporation had itself incurred them; and all rights of creditors and all liens
upon any property of Acquiror Sub or the Company shall be preserved
unimpaired, and all debts, liabilities and duties of Acquiror Sub and the
Company shall thenceforth attach to the Surviving Corporation (and the
Surviving Corporation shall be subject thereto) and may be enforced against
it to the same extent as if said debts, liabilities and duties had been incurred
or contracted by it. Any action or proceeding pending by or against
Acquiror Sub may be prosecuted to judgment, which shall bind the
Surviving Corporation, or the Surviving Corporation may be proceeded
against or substituted in its place. The Surviving Corporation shall continue
its corporate existence under the laws of the State of California.
ARTICLE III
Articles of Incorporation, By-Laws and
Directors and Officers of the Surviving Corporation
3.01 Articles of Incorporation. The Articles of Incorporation of the
Company in effect immediately prior to the Effective Time shall be the
Articles of Incorporation of the Surviving Corporation unless and until
amended as provided by law and such Articles of Incorporation, except that
upon the effectiveness of the Merger, article I of the Articles of Incorporation
of the Surviving Corporation shall be amended in its entirety to read as
<PAGE>
follows: "The name of this Corporation is Cordis Webster, Inc."
3.02 By-Laws. The By-Laws of the Company in effect immediately
prior to the Effective Time of the Merger shall be the By-Laws of the
Surviving Corporation unless and until amended or repealed as provided by
law, the Articles of Incorporation of the Surviving Corporation and such By-
Laws.
3.03 Directors and Officers. The directors of the Company
immediately prior to the Effective Time shall tender their resignations as of
the Effective Time, and the directors of Acquiror Sub immediately prior to
the Effective Time shall become the directors of the Surviving Corporation,
each to hold office in accordance with the Articles of Incorporation and By-
Laws of the Company, and the officers of the Company immediately prior to
the Effective Time shall remain as the officers of the Surviving Corporation,
in each case until their respective successors are duly elected or appointed
and qualified or until their earlier death, resignation or removal.
ARTICLE IV
Manner And Basis Of Converting Securities
of the Constituent Corporations
4.01 Conversion of Securities in the Merger. At the Effective Time,
as provided in this Agreement of Merger, by virtue of the Merger and
without any action on the part of the Acquiror Sub, the Company or the
holders of any of the following securities:
(a) Each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (other than any shares
of Company Common Stock to be canceled pursuant to Section 4.01(b) or
shares ("Dissenting Shares") held by any Company shareholder who elects
to exercise appraisal rights under Sections 1300 et seq. of California Law)
shall be converted, subject to Section 4.02(e), into the right to receive
0.281039 shares of common stock, par value $1.00 per share ("Acquiror
Common Stock") of Acquiror (the "Exchange Ratio"). All such shares of
Company Common Stock shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each
certificate previously representing any such shares shall thereafter represent
the right to receive a certificate representing the shares of Acquiror Common
Stock into which such Company Common Stock was converted in the
Merger. Certificates previously representing shares of Company Common
Stock shall be exchanged for certificates representing whole shares of
Acquiror Common Stock issued in consideration therefor upon the
surrender of such certificates in accordance with the provisions of
Section 4.02, without interest. No fractional share of Acquiror Common
Stock shall be issued, and, in lieu thereof, a cash payment shall be made
pursuant to Section 4.02(e) hereof.
(b) Any shares of Company Common Stock or Company
Preferred Stock held in the treasury of the Company and any shares of
Company Common Stock or Company Preferred Stock owned by Acquiror
or any direct or indirect wholly owned subsidiary of Acquiror or of the
Company immediately prior to the Effective Time shall be canceled and
extinguished without any conversion thereof and no payment shall be made
with respect thereto.
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(c) Each share of Acquiror Sub Common Stock issued and
outstanding immediately prior to the Effective Time shall be converted into
and exchanged for one newly and validly issued, fully paid and non-
assessable share of common stock of the Surviving Corporation.
4.02 Exchange of Certificates.
(a) Exchange Agent. As of the Effective Time, Acquiror
shall deposit, or shall cause to be deposited, with a bank or trust company
designated by Acquiror (the "Exchange Agent"), for the benefit of the
holders of shares of Company Common Stock, for exchange in accordance
with this Article IV, through the Exchange Agent, certificates representing
the whole shares of Acquiror Common Stock (such certificates for shares of
Acquiror Common Stock, together with any dividends or distributions with
respect thereto, being hereafter referred to as the "Exchange Fund") issuable
pursuant to Section 4.01 (excluding the Adjustment Escrow Shares (as
defined in Section 2.06 of the Reorganization Agreement) which Acquiror
shall deliver to the Escrow Agent (as defined in Section 4.02(h)) pursuant to
Section 2.06 of the Reorganization Agreement) in exchange for outstanding
shares of Company Common Stock and cash in an amount sufficient to
permit payment of the cash payable in lieu of fractional shares pursuant to
Section 4.02(e) hereof; it being understood that all outstanding shares of
Company Preferred Stock shall have been converted to Company Common
Stock prior to the Closing provided the Merger occurs. The Exchange Agent
shall, pursuant to irrevocable instructions, deliver the Acquiror Common
Stock contemplated to be issued pursuant to Section 4.01 out of the Exchange
Fund. Except as contemplated by Section 4.02(e) hereof, the Exchange Fund
shall not be used for any other purpose.
(b) Exchange Procedures. Promptly after the Effective
Time, Acquiror shall instruct the Exchange Agent to mail to each holder of
record of a certificate or certificates which immediately prior to the Effective
Time represented outstanding shares of Company Common Stock (the
"Certificates") (i) a letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to the Certificates shall pass,
only upon proper delivery of the Certificates to the Exchange Agent and shall be
in customary form) and (ii) instructions for use in effecting the surrender of
the Certificates in exchange for certificates representing shares of Acquiror
Common Stock. Upon surrender of a Certificate for cancellation to the
Exchange Agent together with such letter of transmittal, duly executed, and
such other documents as may be required pursuant to such instructions, the
holder of such Certificate shall be entitled to receive in exchange therefor
a certificate representing that number of whole shares of Acquiror Common
Stock which such holder has the right to receive in respect of the shares of
Company Common Stock formerly represented by such Certificates (after
taking into account all shares of Company Common Stock then held by such
holder), less a number of shares of Acquiror Common Stock constituting
such holder's proportionate interest of the shares held in escrow pursuant to
Section 4.02(h) hereof (based on such holder's respective proportionate
interest immediately following the Effective Time in the Acquiror Common
Stock into which the outstanding shares of Company Common Stock have
been converted, pursuant to Section 4.01 hereof) as set forth in Schedule 4.01
together with cash in lieu of fractional shares of Acquiror Common Stock to
which such holder is entitled pursuant to Section 4.02(e) and any dividends
or other distributions to which such holder is entitled pursuant to
<PAGE>
Section 4.02(c), and the Certificates so surrendered shall forthwith be
canceled. In addition, the holder of such Certificate subsequently may
receive shares of Acquiror Common Stock and other property after the post-
closing adjustment described in Section 2.06 of the Reorganization
Agreement. In the event of a transfer of ownership of shares of Company
Common Stock which is not registered in the transfer records of the
Company, a certificate representing the proper number of shares of
Acquiror Common Stock may be issued to a transferee if the Certificates
representing such shares of Company Common Stock are presented to the
Exchange Agent, accompanied by all documents required to evidence and
effect such transfer and by evidence that any applicable stock transfer taxes
have been paid. Until surrendered as contemplated by this Section 4.02, each
Certificate shall be deemed at any time after the Effective Time to represent
only the right to receive upon such surrender the certificate representing
shares of Acquiror Common Stock, cash in lieu of any fractional shares of
Acquiror Common Stock to which such holder is entitled pursuant to
Section 4.02(e) and any dividends or other distributions to which such holder
is entitled pursuant to Section 4.02(c).
(c) Distributions with Respect to Unexchanged Shares of
Acquiror Common Stock. No dividends or other distributions declared or
made after the Effective Time with respect to Acquiror Common Stock with
a record date after the Effective Time shall be paid to the holder of any
unsurrendered Certificate with respect to the shares of Acquiror Common
Stock represented thereby, and no cash payment in lieu of fractional shares
shall be paid to any such holder pursuant to Section 4.02(e), until the holder
of such Certificate shall surrender such Certificate. Subject to the effect of
escheat, tax or other applicable Laws (as defined in Section 3.05(a) of the
Reorganization Agreement), following surrender of any such Certificate,
there shall be paid to the holder of the certificates representing whole shares
of Acquiror Common Stock issued in exchange therefor, without interest, (i)
promptly, the amount of any cash payable with respect to a fractional share
of Acquiror Common Stock to which such holder is entitled pursuant to
Section 4.02(e) and the amount of dividends or other distributions with a
record date after the Effective Time theretofore paid with respect to such
whole shares of Acquiror Common Stock, including Adjustment Escrow
Shares (as defined in Section 2.06(a) of the Reorganization Agreement),
subject to the provisions of Section 2.06 of the Reorganization Agreement,
and (ii) at the appropriate payment date, the amount of dividends or other
distributions, with a record date after the Effective Time but prior to
surrender and a payment date occurring after surrender, payable with
respect to such whole shares of Acquiror Common Stock, including
Adjustment Escrow Shares, subject to the provisions of Section 2.06 of the
Reorganization Agreement.
(d) No Further Rights in Company Common Stock. All
shares of Acquiror Common Stock issued upon conversion of the shares of
Company Common Stock in accordance with the terms hereof (including any
cash paid pursuant to Sections 4.02(c) or (e)) shall be deemed to have been
issued in full satisfaction of all rights pertaining to such shares of Company
Common Stock.
<PAGE>
(e) No Fractional Shares. No fractional shares of Acquiror
Common Stock shall be issued, but in lieu thereof each holder of shares of
Company Common Stock who would otherwise be entitled to receive a
fraction of a share of Acquiror Common Stock, after aggregating all shares
of Acquiror Common Stock to which such holder would be entitled to receive
under Section 4.01(a), shall receive an amount in cash equal to $45.59375
multiplied by the fraction of a share of Acquiror Common Stock to which
such holder would otherwise be entitled. Such payment in lieu of fractional
shares shall be administered by the Exchange Agent pursuant to the
procedures set forth in Section 4.02(b).
(f) Termination of Exchange Fund. Any portion of the
Exchange Fund which remains undistributed to the holders of Company
Common Stock for one year after the Effective Time shall be delivered to
Acquiror, upon demand, and any holders of Company Common Stock who
have not theretofore complied with this Article IV shall thereafter look only
to Acquiror for the shares of Acquiror Common Stock, any cash in lieu of
fractional shares of Acquiror Common Stock to which they are entitled
pursuant to Section 4.02(e) and any dividends or other distributions with
respect to Acquiror Common Stock to which they are entitled pursuant to
Section 4.02(c).
(g) No Liability. Neither Acquiror nor the Company shall
be liable to any holder of shares of Company Common Stock for any such
shares of Acquiror Common Stock (or dividends or distributions with
respect thereto) delivered to a public official pursuant to any abandoned
property, escheat or similar law.
(h) Escrowed Shares. At the Effective Time, ten percent of
the shares of Acquiror Common Stock issuable pursuant to Section 4.01
hereof to the holders of Company Common Stock theretofore outstanding
shall be deposited by Acquiror with the escrow agent pursuant to the Escrow
Agreement (the "Escrow Agreement") to be entered into by the Company,
Acquiror, Acquiror Sub, the escrow agent thereunder (the "Escrow Agent")
and the representative of the Company Shareholders (the "Representative")
to provide for the post-closing adjustment of the number of shares of
Acquiror Common Stock issuable to the holders of Company Common Stock
to reflect certain indemnification obligations of the holders of Company
Common Stock to Indemnified Persons, such terms and such obligations
being defined and set forth in the Reorganization Agreement, respectively.
The Acquiror, the Company, Acquiror Sub and the Representative shall
enter into the Escrow Agreement with the Escrow Agent at the Closing. In
the event the person initially appointed as the Representative under Section
2.06(a) of the Reorganization Agreement shall be unable or unwilling to
execute and deliver the Escrow Agreement as required hereunder, the
Company Shareholders shall appoint another person or entity for such
purpose.
(i) Lost, Stolen or Destroyed Certificates. In the event any
certificates evidencing shares of Company Common Stock shall have been
lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such
lost, stolen or destroyed certificates, upon the making of an affidavit of that
fact by the holder thereof, such shares of Acquiror Common Stock and cash
for fractional shares, if any, as may be required pursuant to this Article IV;
provided, however, that Acquiror may, in its reasonable discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificates to deliver a bond in such sum as it may
<PAGE>
reasonably direct as indemnity against any claim that may be made against
Acquiror, the Surviving Corporation, or the Exchange Agent with respect to
the certificates alleged to have been lost, stolen or destroyed.
4.03 Stock Transfer Books. At the Effective Time, the stock
transfer books of the Company shall be closed and there shall be no further
registration of transfers of shares of Company Common Stock or Company
Preferred Stock thereafter on the records of the Company. From and after
the Effective Time, the holders of certificates representing shares of
Company Common Stock or Company Preferred Stock outstanding
immediately prior to the Effective Time shall cease to have any rights with
respect to such shares of Company Common Stock or Company Preferred
Stock except as otherwise provided herein or by law. On or after the
Effective Time, any Certificates presented to the Exchange Agent or
Acquiror for any reason shall be converted into shares of Acquiror Common
Stock, any cash in lieu of fractional shares of Acquiror Common Stock to
which the holders thereof are entitled pursuant to Section 4.02(e) and any
dividends or other distributions to which the holders thereof are entitled
pursuant to Section 4.02(c).
4.04 Stock Options. Prior to the Effective Time, the Company and
Acquiror shall take such action as may be necessary or appropriate for the
Acquiror, at its option, to assume or to issue a substitute option with respect
to each outstanding unexpired and unexercised option to purchase shares of
Company Common Stock (collectively, the "Company Options") under the
Company's 1992 Stock Plan (the "Company Stock Plan"), so that at the
Effective Time each Company Option will become or be replaced by an
option (an "Acquiror Option") to purchase a number of whole shares of
Acquiror Common Stock equal to the number of shares of Company
Common Stock that could have been purchased (assuming full vesting) under
the Company Option multiplied by the Exchange Ratio (and eliminating any
fractional share), at a price per share of Acquiror Common Stock equal to
the per-share option exercise price specified in the Company Option divided
by the Exchange Ratio. Each substituted Acquiror Option shall otherwise be
subject to the same terms and conditions as apply to the related Company
Option. The date of grant of each substituted Acquiror Option for purposes
of such terms and conditions shall be deemed to be the date on which the
corresponding Company Option was granted. As to each assumed Company
Option, at the Effective Time (i) all references to the Company in the stock
option agreements with respect to the Company Options being assumed shall
be deemed to refer to Acquiror; (ii) Acquiror shall assume all of the
Company's obligations with respect to the related Company Option; and (iii)
Acquiror shall issue to each holder of a Company Option a document
evidencing the foregoing assumption by Acquiror. Nothing in this Section
4.04 shall affect the schedule of vesting with respect to the Company Options
in accordance with the terms of the Company Stock Plan. It is the purpose
and intention of the parties that, subject to applicable Law, the assumption
of Company Options or the substitution of Acquiror Options for Company
Options shall meet the requirements of Section 424(a) of the Code and that
each assumed Company Option or the substituted Acquiror Option shall
qualify immediately after the Effective Time as incentive stock options as
defined in Section 422 of the Code to the extent that the related Company
Option so qualified immediately before the Effective Time and the foregoing
provisions of this Section 4.04 shall be interpreted to further such purpose
and intention. The Company represents and warrants that the assumption
of Company Options or substitution of Acquiror Options therefor, as
<PAGE>
contemplated by this Section 4.04, may be effected pursuant to the terms of
the Company Options and the Company Stock Plan without the consent of
any holder of a Company Option and without liability to any such holder.
4.05 Dissenting Shareholders. Subject to the terms and conditions hereof,
at and after the Effective Time, any holder of shares of Company Common
Stock and Company Preferred Stock who complies with Sections 1300 et seq.
of the California Law (a "Dissenting Shareholder") shall be entitled to
obtain payment from the Surviving Corporation of the fair value of his
shares of Company Common Stock as determined pursuant to Sections 1300
et seq. of the California Law.
ARTICLE V
Termination and Amendment
5.01 Termination. This Agreement of Merger may be terminated at
any time prior to the Effective Time, whether before or after approval of this
Agreement of Merger and the Merger by the shareholders of the Company:
(a) by mutual written consent of Acquiror and the
Company;
(b) (i) by Acquiror, if there has been a breach by the
Company, Company Shareholders or the Schedule 2 Shareholders (as
defined in Article V of the Reorganization Agreement) of any of their
representations, warranties, covenants or agreements contained in the
Reorganization Agreement, or any such representation and warranty shall
have become untrue, in any such case such that Section 9.02(a) or Section
9.02(b) of the Reorganization Agreement will not be satisfied and such
breach or condition has not been promptly cured within 10 days following
receipt by the Company of written notice of such breach;
(ii) by the Company, if there has been a breach by
the Acquiror of any of its representations, warranties, covenants or
agreements contained in the Reorganization Agreement, or any such
representation and warranty shall have become untrue, in any such case such
that Section 9.03(a) or Section 9.03(b) of the Reorganization Agreement will
not be satisfied and such breach or condition has not been promptly cured
within 10 days following receipt by Acquiror of written notice of such
breach;
(c) by either Acquiror or the Company if any decree,
permanent injunction, judgment, order or other action by any court of
competent jurisdiction or any Governmental Entity (as defined in Section
3.05(a) of the Reorganization Agreement) preventing or prohibiting
consummation of the Merger shall have become final and nonappealable;
(d) by either Acquiror or the Company if the Merger shall
not have been consummated by June 17, 1994; provided, however, that this
Agreement of Merger may be extended not more than 60 days by either party
by written notice to the other party if the Merger shall not have been
consummated as a direct result of the other party having failed by such date
to receive all regulatory approvals or consents required to be obtained by
such party with respect to the Merger; provided further, however, that the
right to terminate this Agreement of Merger under this Section 5.01(d) shall
not be available to any party whose willful failure to fulfill any obligation
under this Agreement of Merger has been the cause of, or resulted in, the
failure of the Effective Time to occur on or before such date; and
(e) by either Acquiror or the Company if circumstances
arise which make it impossible, in the reasonable judgment of either
Acquiror or the Company, as the case may be, for a condition to such party's
<PAGE>
obligation to effect the Merger and the other transactions contemplated in
the Reorganization Agreement, as set forth in Article IX of the
Reorganization Agreement, to be satisfied prior to June 17, 1994; provided,
however, that the right to terminate this Agreement under this Section
5.01(e) shall not be available to any party whose act or failure to act or whose
breach of any obligation under this Agreement is responsible for such
circumstances arising.
5.02 Effect of Termination. In the event of termination of this
Agreement of Merger by either Acquiror or the Company as provided in
Section 5.01, this Agreement of Merger shall forthwith become void and
there shall be no liability or obligation on the part of Acquiror,
Acquiror Sub, the Company Shareholders, the Schedule 2 Shareholders or
the Company or any of their respective officers or directors except (i) as set
forth in Sections 10.03 and 11.01 of the Reorganization Agreement,
(ii) nothing herein shall relieve any party from liability for any breach
hereof, (iii) each party shall be entitled to any remedies at law or in equity
for such breach and (iv) Section 10.02 and Sections 7.04(b), 10.03 and Article
XI of the Reorganization Agreement shall remain in full force and effect and
survive any termination of this Agreement of Merger.
5.03 Amendment. This Agreement of Merger may be amended by
the parties hereto by action taken by their respective Boards of Directors at
any time prior to the Effective Time; provided, however, that, after approval
of the Merger by the shareholders of the Company, no amendment may be
made which would reduce the amount or change the type of consideration
into which each share of Company Common Stock shall be converted
pursuant to this Agreement of Merger upon consummation of the Merger.
This Agreement of Merger may not be amended except by an instrument in
writing signed by the parties hereto.
5.04 Waiver. At any time prior to the Effective Time, any party
hereto may (a) extend the time for the performance of any of the obligations
or other acts of the other party hereto, (b) waive any inaccuracies in the
representations and warranties of the other party contained herein or in any
document delivered pursuant hereto and (c) waive compliance by the other
party with any of the agreements or conditions contained herein. Any such
extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be found thereby.
ARTICLE VI
Execution of Agreement
6.01 Execution in Counterparts. This Agreement of Merger may be
executed in any number of counterparts, and each such counterpart shall
constitute an original instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement of
Merger to be executed and delivered as of the date first written above.
CORDIS ACQUISITION, INC.
By: Robert C. Strauss
Name: Robert C. Strauss
Title: President, Chief Executive
Officer and Chief Financial
Officer
By: Daniel G. Hall
Name: Daniel G. Hall
Title: Secretary
WEBSTER LABORATORIES, INC.
By: Tony R. Brown
Name: Tony R. Brown
Title: President
By: Michael W. Hall
Name: Michael W. Hall
Title: Secretary
<PAGE>
Schedule 4.01
<TABLE>
<CAPTION>
Maximum No. of Cash for Adjustment
Webster Exchange Cordis Shares Fractional FractionalPercentage Escrow
Shareholder Shares Calculation Issuable Shares Shares Ownership Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Wilton W. Webster,
Jr. & Helen
E. Webster 3,600,000 1,011,740.40 1,011,740 0.40 $ 18.24 60.6% 101,174
James R. Tyberg 400,000 112,415.60 112,415 0.60 27.36 6.7% 11,242
Tony R. Brown 266,667 74,943.83 74,943 0.83 37.84 4.5% 7,494
Alec J. Webster 200,000 56,207.80 56,207 0.80 36.48 3.4% 5,621
Richard B. Webster 200,000 56,207.80 56,207 0.80 36.48 3.4% 5,621
Ted Joyce 10,400 2,922.81 2,922 0.81 36.93 0.2% 292
Yvette Hill 3,167 890.05 890 0.05 2.28 0.1% 89
Robert W. Evans 43,749 12,295.18 12,295 0.18 8.21 0.7% 1,230
Thomas P. Schroeder 14,580 4,097.55 4,097 0.55 25.08 0.2% 410
Stuart Parry 72 20.23 20 0.23 10.49 0.0% 2
Brentwood Associates
V, L.P. 1,200,000 337,246.80 337,246 0.80 36.48 20.2% 33,725
5,938,635 1,668,988.05 1,668,982 6.05 $275.87 100% 166,900
Options 684,837 192,401 192,401 0 0 0
Total 6,623,472 1,861,389.05 1,861,383 6.05 $275.87 100% 166,900
Purchase Price $84,867,707
Agreement Rate 12.81364
Average Trading Price $45.59375
Exchange Ratio 0.281039397 0.281039 Rounded to 6 places
</TABLE>
Cordis Finalizes Acquisition of Webster Laboratories
Miami (April 26)--Cordis Corporation (NASDAQ:CORD) reported today
that the stockholders of Webster Laboratories, Inc. have approved
the acquisition of Webster by Cordis and that the agreement of
merger has been filed with the California secretary of state. The
merger will be effective upon notification that the secretary has
accepted the agreement. Webster is a pioneer and leader in the
rapidly growing market for electrophysiology catheters.
The merger transaction is being accounted for as a pooling of
interests. Following the transaction, each issued and outstanding
share of Webster common stock will be converted into the right to
receive .281039 share of Cordis common stock. The former Webster
stockholders will receive in the aggregate 1,668,982 shares of
Cordis common stock, or approximately 10.4% of Cordis' outstanding
shares after providing for the effect of the merger, with an
additional 192,401 Cordis shares reserved for issuance upon the
exercise of Webster stock options assumed by Cordis.
Renamed Cordis Webster, Inc., Cordis' newest subsidiary will
operate under Webster's existing management and personnel and
occupy Webster's existing Baldwin Park, Ca., facilities. As one of
healthcare's fastest-growing markets, electrophysiology offers
Cordis, a leading supplier of catheters for diagnosing and treating
cardiovascular disease, an opportunity to leverage its existing
technology, manufacturing and distribution strengths to expand
service and coverage to cardiologists and electrophysiologists
throughout the world.
Electrophysiology involves the diagnosis and management of cardiac
arrhythmias through the use of catheter-based technology. When
compared with other arrhythmia management techniques, this
technology holds out the promise of improved outcomes in terms of
a better quality of life for patients and reduced costs.
Miami-based Cordis Corporation manufactures and markets a variety
of medical devices and systems for the angiographic, neuroscience
and neuroradiology markets.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Current Report
on Form 8-K of Cordis Corporation of our report relating to Webster
Laboratories, Inc. dated December 21, 1993 appearing in the Consent
Statement/Prospectus which is part of a Registration Statement of
Cordis Corporation on Form S-4.
DELOITTE & TOUCHE
Costa Mesa, California
May 6, 1994
