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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 31, 1999
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EMPI, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA
(State or Other Jurisdiction of Incorporation)
0-9387 41-1310335
(Commission File Number) (I.R.S. Employer Identification Number)
599 CARDIGAN ROAD
ST. PAUL, MINNESOTA 55126
(Address of Principal Executive Offices) (Zip Code)
651-415-9000
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On August 31, 1999, Empi, Inc., a Minnesota corporation
("Empi"), was acquired by MPI Holdings, L.L.C., a Delaware limited liability
company ("MPI"), and GE Capital Equity Investments, Inc., a Delaware corporation
("GE Equity"), pursuant to the merger of EI Merger Corp., a Minnesota
corporation ("Merger Sub"), with and into Empi, with Empi being the surviving
corporation (the "Merger"). The Merger was effected pursuant to an Agreement and
Plan of Merger, dated as of May 27, 1999 (the "Merger Agreement"), by and among
Empi, MPI and Merger Sub.
As a result of the Merger, the common stock of Empi is owned
91.66% by MPI and 8.33% by GE Equity, and each share of Empi common stock held
prior to the Merger was converted into the right to receive $26.50 in cash,
without interest, for an aggregate merger consideration of $161,416,270 (the
"Merger Consideration"). The Merger Consideration was funded out of the proceeds
from: (i) MPI's $55,000,000 equity investment in Merger Sub and purchase of Empi
10% senior notes due 2007 (the "Notes") in an aggregate principal amount of
$23,375,000, (ii) GE Equity's $5,000,000 equity investment in Merger Sub and
purchase of the Notes in a principal amount of $2,125,000, and (iii) an
intercompany promissory note in a principal amount of $81,807,500 from Empi
Corp., a Minnesota corporation and a wholly owned subsidiary of Empi, to Empi,
representing proceeds of a credit facility provided to Empi Corp. by Lehman
Brothers Commercial Paper, Inc.
On September 1, 1999, Empi issued a press release regarding
the Merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of May 27,
1999, by and among Empi, MPI and Merger Sub, filed as
Appendix A to the Proxy Statement dated August 9,
1999, and incorporated herein by this reference
99.1 Press release dated September 1, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Empi has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPI, INC.
Date: September 15, 1999 By: /s/ Patrick D. Spangler
Patrick D. Spangler
Chief Financial Officer
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Exhibit 99.1
DATE: September 1, 1999
Empi, Inc.
599 Cardigan Road
St. Paul, MN 55126
CONTACT: Patrick Spangler (651) 415-7404
FOR IMMEDIATE RELEASE
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EMPI, INC. ANNOUNCES THE SUCCESSFUL COMPLETION OF THE SALE OF THE COMPANY TO
THE CARLYLE GROUP
Empi, Inc. today announced the successful completion of the sale of the company
to an affiliate of The Carlyle Group through a cash merger. Under the terms of
the merger, an affiliate of The Carlyle Group merged with Empi and the Empi
shareholders will receive consideration of $26.50 per share in cash. It is
expected that funds will be disbursed to shareholders shortly.
Empi is a leading supplier of electrotherapy, iontophoretic drug delivery,
orthotic and incontinence treatment products to orthopedic rehabilitation and
incontinence treatment markets it serves.
