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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 EXCHANGE ACT OF 1934
Date of Report: October 13, 1998
LUTHER MEDICAL PRODUCTS, INC.
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(Exact Name of Registrant as Specified in Charter)
California
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(State or Other Jurisdiction of Incorporation)
0-9570 33-0468235
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(Commission File Number) (I.R.S. Employer
Identification No.)
14332 Chambers Road
Tustin, California 92780
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(Address of Principal Executive Offices) (Zip Code)
(714) 544-3002
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
On October 13, 1998, Registrant announced that it had signed a definitive
merger agreement with Becton, Dickinson and Company, under which a newly-created
subsidiary of Becton Dickinson would merge into the Registrant, with
Registrant's shareholders and option/warrant holders receiving an aggregate of
approximately $16.3 million in cash for their outstanding securities in the
Registrant. The Merger Agreement calls for Becton Dickinson to pay $4.62 per
share for each of Registrant's outstanding shares of common stock. Outstanding
options and warrants with an exercise price less than $4.62 will receive a
cash payment equal to the difference between $4.62 and their per share exercise
price times the number of shares covered by the option/warrant. Options and
warrants with an exercise price of $4.62 or greater will be cancelled in
connection with the merger. The merger is conditioned upon the approval of
Registrant's shareholders and certain other conditions.
Registrant issued a press release concerning the acquisition, the text of
which press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item 7. Financial Statements and Exhibits
(a) Not required.
(b) Not required.
(c) Exhibits.
99.1 Text of Press Release, dated October 13, 1998
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LUTHER MEDICAL PRODUCTS, INC.
Date: October 16, 1998 By: /s/ David Rollo
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Name: David Rollo
Title: President and Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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99.1 Text of Press Release, dated October 13, 1998.
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LUTHER MEDICAL PRODUCTS, INC. TO BE
ACQUIRED BY BECTON DICKINSON
Luther Medical Products, Inc. (NASDAQ: LUTH) today announced they have signed
a definitive agreement with Becton Dickinson and Company (NYSE: BDX), providing
for Becton Dickinson to acquire Luther Medical for a purchase price of
approximately $16.3 million. Luther Medical is a Tustin, California-based
designer and manufacturer of intra-vascular catheters and split, peel-away
needles.
The Merger Agreement calls for Becton Dickinson to pay $4.62 per share for
each of Luther Medical's outstanding shares of common stock. Outstanding
options and warrants would receive the difference between $4.62 and their per
share exercise price.
Commenting on the Merger, David Rollo, Chief Executive Officer and Chairman of
the Board of Directors of Luther Medical, noted that "Luther Medical has a
strong technology base and clinical focus. With the help of our distribution
network, we have established Luther Medical as a leader in a number of the
market segments in which the company operates."
Dr. Robert Adrion, President of Becton Dickinson's Worldwide Infusion Therapy
business, stated that "the Luther and Becton Dickinson businesses are
complementary in technology and market presence. Luther's extensive
intellectual property portfolio will enhance Becton's ability to continue to
offer innovative health care solutions to global customers. Additionally,
Luther's presence in the alternate site market creates a strong growth
opportunity for Becton's Extended Dwell Catheter business."
The proposed merger is subject to approval from a majority of Luther Medical
shareholders, among other conditions. Closing of the transaction is currently
scheduled for January 1999.
This news release contains forward-looking statements including statements
concerning the projected impact of the proposed merger. These statements are
based on current expectations; actual results may differ materially. Among the
factors that could cause actual results to differ materially are the following:
the effect of business and economic conditions; the impact of competitive
products and continued downward pressure on prices; market acceptance issues,
including the failure of new products to generate anticipated sales levels;
difficulties or delays in receiving required governmental or regulatory
approvals; the cost and effect of legal and administrative proceedings; and the
other risk factors reported in Luther Medical's or Becton Dickinson's filings
with the Securities and Exchange Commission.
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