SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 27, 1995
CORDIS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 0-3274 59-0870525
(State of other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation or Number)
organization)
5200 BLUE LAGOON DRIVE 33126
SUITE 200 (Zip Code)
MIAMI, FLORIDA
Registrant's telephone number, including area code (305) 824-2000
<PAGE>
2
Item 5. Other Events
On December 27, 1995, Cordis Corporation, a Florida corporation (the
"Company"), Johnson & Johnson, a New Jersey corporation ("J&J"), and
JNJ Merger Corp., a Florida corporation and a wholly owned subsidiary
of J&J ("JNJ"), entered into a First Amendment (the "First Amendment")
to the Agreement and Plan of Merger (the "Merger Agreement"), dated
November 12, among J&J, JNJ and the Company to extend until January
22, 1996, the period during which J&J has the right to terminate the
Merger Agreement based on its due diligence review of the Company. A
copy of the Company's and J&J's joint press release dated December 27,
1995 is attached hereto as Exhibit 99 and is incorporated herein by
reference. A copy of the First Amendment is attached hereto as Exhibit
No. 2, and is incorporated herein by reference.
Item 7. Financial Statement and Exhibits.
(c) Exhibits.
(2) - First Amendment, dated as of December 27 to the Agreement and
Plan Merger dated as of November 12, 1995, among Johnson &
Johnson, JNJ Merger Corp. and Cordis Corporation.
(99) - Joint Press Release of Cordis Corporation and Johnson &
Johnson dated December 27, 1995.
<PAGE>
3
SIGNATURE
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.
CORDIS CORPORATION
By: /s/ Alfred J. Novak
----------------------
ALFRED J. NOVAK
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page
----------- ----------- ----
2 First Amendment, dated as of December
27, 1995 to the Agreement and Plan of
Merger dated as of November 12,
1995 among Johnson & Johnson, JNJ
Merger Corp. and Cordis Corporation.
99 Joint Press Release of Cordis
Corporation and Johnson & Johnson dated
December 27, 1995.
FIRST AMENDMENT, dated as of December 27, 1995 (the
"First Amendment"), among JOHNSON & JOHNSON , a New Jersey
corporation ( "Parent "), JNJ MERGER CORP., a Florida
corporation ("Sub"), and CORDIS CORPORATION, a Florida
corporation (the "Company"), to the AGREEMENT AND PLAN OF
MERGER dated as of November 12, 1995 (the "Merger
Agreement"), among Parent, Sub and the Company.
WHEREAS Parent, Sub and the Company each desire to amend the
Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. SECTION 7.01(e) of the Merger Agreement is hereby amended to
read in its entirety as follows:
"(e) by Parent at any time during the period from November 12,
1995 until 6:00p.m. (New York City time) on January 22, 1996 (or such earlier
date or time elected by Parent pursuant to Section 4.02(e) or Section 4.02 (f))
(such period , The "Termination Period"), if Parent in its sole judgment
determines, based on its due diligence review of the Company, that it is
inadvisable to proceed with the Merger."
2. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of Florida, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
3. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.
in WITNESS WHEREOF, Parent, Sub and the Company have caused this
First Amendment to be signed by their.
<PAGE>
respective officers thereunto duly authorized as of the date first written
above.
JOHNSON & JOHNSON
by
/s/ J.T. Lenehan
--------------------------------
Name: J.T. Lenehan
Title: Member Executive Committee
JNJ MERGER CORP.,
by
/s/ J.S. Orban
-------------------------------
Name: J.S. Orban
Title: President
CORDIS CORPORATION,
by
/s/ Robert C. Strauss
-------------------------------
Name: Robert C. Strauss
Title: Chairman, President and
Chief Executive Officer
NEWS RELEASE CORDIS
Johnson & Johnson Cordis Corporation Cordis Corporation
F. Robert Kniffin Chick McDowell 14201 N.W. 60th Avenue
(908) 524-3535 (305) 824-2821 Miami Lakes, Fl 33014
(305) 824-2000
(305) 824-2080 Fax
Annie H. Lo Fred Garcia or Gene Donati Mailing Address:
(908) 524-6491 Clark & Weinstock P.O. Box 025700
(212) 953-2550 Miami, Fl 33102-6700
For Immediate Release: December 27, 1995
Johnson & Johnson and Cordis Corporation
Extend Due Diligence Review Period
New Brunswick, NJ, and Miami, Fl, (Dec 27) -Johnson & Johnson (NYSE-JNJ)
and Cordis Corporation (NASDAQ:CORD) today announced that they have amended
their previously announced merger agreement to extend until January 22, 1996,
the period during which Johnson & Johnson has the right to terminate the merger
agreement based on its due diligence review of Cordis.
