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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 (Date of earliest event reported): January 2, 1997
FURON COMPANY
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-8088 95-1947155
(Commission File Number) (IRS Employer Identification No.)
29982 Ivy Glenn Drive
Laguna Niguel, California 92677
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 831-5350
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the terms and subject to the conditions of an Agreement and
Plan of Merger, dated November 12, 1996, as amended by an Amendment No. 1 to
Agreement and Plan of Merger, dated as of January 10, 1997 (as amended, the
"Merger Agreement"), by and among Furon Company, a California corporation
("Furon"), FCY, Inc., an Ohio corporation and wholly owned subsidiary of Furon
("FCY"), and Medex, Inc., an Ohio corporation ("Medex"), Furon and FCY commenced
a cash tender offer (the "Offer") on November 15, 1996 to purchase all of the
outstanding common shares, par value $.01 per share (the "Shares"), of Medex,
and the associated share purchase rights (the "Rights") issued under the Rights
Agreement, dated as of October 12, 1996, as amended, between Medex and
Huntington National Bank, as rights agent (unless the context otherwise
requires, all references to Shares shall include the Rights) at a price of
$23.50 per Share, net to the seller in cash, without interest thereon.
The Offer was originally to expire at 12:00 Midnight, New York City
time, on December 16, 1996. As authorized by the terms of the Offer, Furon and
FCY extended the Offer on two occasions. On December 16, 1996, Furon and FCY
extended the offer until 5:00 p.m., New York City time, December 19, 1996. On
December 19, 1996, Furon and FCY extended the offer until 5:00 p.m., New York
City time, January 2, 1997. The Offer expired at 5:00 p.m., New York City
time, January 2, 1997. A total of 5,380,038 Shares, including notices of
guaranteed delivery, were tendered and not withdrawn. The tendered Shares,
after taking into account the Shares that certain of Medex's directors and
officers have sold to Medex, constitute approximately 94.3% of the total
outstanding common shares of Medex.
On January 17, 1997, subsequent to the acceptance of the Shares
tendered in the Offer, Furon and FCY effected a so-called "short form" merger
(the "Merger") in which FCY was, pursuant to the terms of the Merger Agreement,
merged with and into Medex, with Medex surviving the Merger. As a result of the
Merger, the separate corporate existence of FCY terminated and Medex became a
wholly owned subsidiary of Furon. All of the remaining outstanding Shares (other
than any Shares held by Furon or any direct or indirect subsidiary of Furon or
in the treasury of Medex) have been converted into the right to receive $23.50
net per Share in cash, without interest. The per Share purchase price of $23.50
paid in the Offer and Merger was determined as a result of arms' length
negotiations between Furon and Medex.
To finance the Offer and Merger, Furon entered into a Credit Agreement,
dated as of November 12, 1996 (the "Credit Agreement"), by and among Furon, the
lenders party thereto (the "Lenders") and The Bank of New York ("BNY"), as swing
line lender and as administrative agent. The Credit Agreement provides that
Furon may borrow up to an aggregate principal amount not to exceed $200,000,000
(the "Facility") (such amount subject to increase to $250,000,000 in aggregate
principal amount upon request of Furon and the agreement of lenders to provide
such additional amounts).
Amounts borrowed under the Credit Agreement will mature November 12,
2001 and may be prepaid by Furon at any time in whole, or from time to time in
part. Borrowings under the Credit Agreement will bear interest, at Furon's
option, at a rate per annum equal to either: (i) the greater of (a) BNY's prime
commercial lending rate as publicly announced to be in effect from time to time
and (b) 1/2% plus the federal funds rate (as published by the Federal Reserve
Bank of New York); or (ii) LIBOR (adjusted for reserves) plus an applicable
margin determined on the basis of Furon's leverage ratio for interest periods
of 1, 2, 3 or 6 months; or (iii) with respect to swing line loans a rate
negotiated between BNY and Furon. Any amounts not paid when due bear interest
at the rate otherwise applicable plus two percent.
The Credit Agreement provides for the payment of a commitment fee of a
certain rate per annum based on Furon's leverage ratio on the average daily
unused amount of the Facility, payable to BNY as administrative agent, for the
pro rata account of the Lenders, quarterly in arrears and on maturity or
termination. The Credit Agreement also contains representations and
warranties, covenants, conditions to borrowing and events of default customary
for a facility of its type. The repayment of amounts borrowed pursuant to the
Credit Agreement is expected to be made through the application of general
corporate funds (including funds generated by the operations of Medex), new
medium and long-term borrowings by Furon or Furon's subsidiaries or any of the
foregoing, and through the use of financial instruments available in
international markets. Furon's management may propose to its board of
directors that a part of the Credit Agreement be refinanced through the
issuance of new shares of Furon capital stock or unsecured debt.
Medex is engaged in the business of manufacturing polymer-based,
critical care products and infusion systems for medical and surgical
applications. Furon intends to have Medex continue in this business.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired:
The following information contained in documents filed by Medex with
the Commission (File No. 0-9042) pursuant to the Exchange Act, is incorporated
herein by reference and made a part hereof:
1. The audited consolidated financial statements of Medex and the
related notes set forth on pages 13-24 of Medex's Annual Report to
Shareholders for the fiscal year ended June 30, 1996 (as filed on Form
10-K September 27, 1996).
2. The unaudited consolidated financial statements of Medex and the
related notes set forth on pages 3-9 of Medex's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996 (as filed November
14, 1996).
(b) Pro Forma Financial Information:
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the registrant to provide the pro forma financial information
required by this Item 7(b). Therefore, in accordance with Item 7(b)(2) of Form
8-K, such pro forma financial information will be filed by amendment to this
Form 8-K as soon as practicable, but no later than 60 days after January 17,
1997.
(c) Exhibits:
The following exhibits are filed as a part of this report:
Exhibit (2) Agreement and Plan of Merger, dated November
12, 1996, by and among Furon Company, FCY,
Inc., and Medex, Inc. (Pursuant to Rule
12b-32 of the Exchange Act, and subject to
Rule 24 of the Commission's Rules of
Practice, this exhibit is incorporated by
reference to the Schedule 14D-1 filed by the
registrant on November 15, 1996)
Exhibit (4) Credit Agreement, dated as of November 12,
1996, between Furon Company, the Lenders
party thereto, The Bank of New York, as swing
line lender and administrative agent, and BNY
Capital Markets, Inc., as arranging agent
(Pursuant to Rule 12b-32 of the Exchange Act,
and subject to Rule 24 of the Commission's
Rules of Practice, this exhibit is
incorporated by reference to the Schedule
14D-1 filed by the registrant on November 15,
1996)
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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.
By: /s/ DONALD D. BRADLEY
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Donald D. Bradley, Esq.
Secretary and General Counsel
Dated: January 17, 1997
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