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Filer: Applied Medical Devices, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934
Subject Company: Applied Medical Devices,
Inc.
Commission File No. 0-9064
On November 20, 2000, Applied Medical Devices, Inc. and NISCO Systems, Inc.
issued the following press release:
APPLIED MEDICAL DEVICES, INC. AND
NISCO SYSTEMS, INC. SIGN AGREEMENT TO MERGE
DENVER, COLORADO - November 20, 2000 - Applied Medical Devices, Inc. (OTC BB:
AMDI) announced today that it has entered into an agreement to merge with NISCO
Systems, Inc. NISCO was organized in 1999 to design and install high-speed
telecommunications infrastructures for corporations, specializing in complex
inter-building, intra-building, outside plant and corporate networks.
The Merger is expected to be effected through a business combination with
Applied Medical Merger Corp., a corporation newly formed by AMDI to be the
surviving corporation in the Merger. Upon completion of the Merger, the name of
the surviving corporation will be changed to NISCO Systems, Inc. ("New NISCO").
Upon completion of the Merger, AMDI shareholders will receive 0.0222 shares of
New NISCO stock for each share of AMDI stock they own, and will own
approximately 10% of New NISCO. The current NISCO shareholders will own
approximately 89% of New NISCO and approximately 1% of the shares will be issued
to persons who have assisted in the transaction, including current management of
AMDI. Approximately 14,750,000 shares of New NISCO stock are expected to be
outstanding upon completion of the Merger.
The boards of directors of the companies have unanimously approved the proposed
Merger, which is subject to the approval of AMDI shareholders, and customary
closing conditions.
Allan Lager, President of Applied Medical Devices, Inc., stated, "We are pleased
to be able to announce our agreement with NISCO. The management of NISCO will
continue in management of New NISCO after the Merger and the current management
of AMDI will resign. We believe that this Merger has the potential to provide
significant benefits to the AMDI shareholders."
INVESTOR NOTICES
This press release includes "forward looking statements" as defined by the
Securities and Exchange Commission (the "SEC"). Such statements are those
concerning the companies' merger plans and expectations for future operations.
All statements, other than statements of historical fact, included in this press
release that address activities, events or developments that the companies
believe or anticipate will or may occur in the future are forward-looking
statements. This includes completion of the proposed merger and other matters.
These statements are based on certain assumptions
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made by the companies based on their experience, expected future developments
and other factors they believe are appropriate in the circumstances. Such
statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the companies. Investors are cautioned that
any such statements are not guarantees of future performance and that actual
results or developments may differ materially from those projected in the
forward-looking statements. Furthermore, the companies do not intend (and are
not obligated) to update publicly any forward-looking statements.
SHAREHOLDERS OF AMDI AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM
S-4 TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT AMDI, NISCO AND NEW NISCO, THE MERGER,
THE PERSONS SOLICITING PROXIES IN THE MERGER AND THEIR INTERESTS IN THE MERGER
AND RELATED MATTERS. The registration statement and proxy statement will be
filed with the SEC by Applied Medical Merger Corp. and AMDI. Investors and
security holders may obtain a free copy of the registration statement and proxy
statement (when available) and other documents filed by the companies with the
SEC at the SEC's website at www.sec.gov. The registration statement and proxy
statement may also be obtained from AMDI by directing such request to Applied
Medical Devices, Inc. at 7315 East Peakview Avenue, Englewood, Colorado 80111,
telephone (720) 529-3550.
AMDI, its directors, executive officers and certain members of management and
employees may be considered "participants in the solicitation" of proxies from
AMDI's shareholders in connection with the Merger. Information regarding such
persons and a description of their interests in the Merger is contained in
AMDI's filing with the SEC under Rule 425 on November 20, 2000.
For further information, contact Applied Medical Devices, Inc. at
(720) 529-3550.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
AMDI, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from AMDI's shareholders in connection with the Merger. The participants
in such solicitation may include the directors of AMDI: Allan K. Lager,
President, Gary Brunner, Secretary and Director, and Kenneth E. Shearer,
Director. As of the date of this communication, none of the foregoing
participants individually own in excess of 1% of AMDI's common stock or in the
aggregate in excess of 1% of AMDI's common stock. As stated in the news release,
persons assisting with the Merger, including the directors, will receive
approximately 1% of the shares of the surviving corporation to be outstanding
upon completion of the Merger.
