<PAGE> 1
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) October 2, 1995
HEALTHDYNE, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-10647 58-1099590
- -------------- ------------ --------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1850 PARKWAY PLACE, MARIETTA, GEORGIA 30067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 770/423-4500
<PAGE> 2
Item 5. OTHER EVENTS.
On October 2, 1995, Healthdyne, Inc., a Georgia corporation
("Healthdyne"), and Tokos Medical Corporation (Delaware), a Delaware
corporation ("Tokos"), entered into a definitive agreement (the "Merger
Agreement") to merge with and into a new company, which has yet to be named.
The merger will occur after consummation later in the year of the previously
announced spin-off to Healthdyne shareholders of Healthdyne Information
Enterprises ("HIE"). Following the merger, the new company will consist of the
businesses of Tokos and Healthdyne Maternity Management (Healthdyne's sole
remaining business after the HIE spin-off), and will be a nationwide provider
of pregnancy management services and high-risk home obstetrical care.
Healthdyne expects the merger to be a tax-free transaction with each
Tokos share and each Healthdyne share to be exchanged for one share of the new
company. It is expected that the combination will be recorded for accounting
purposes under the purchase method. The new company will have approximately 33
million shares of common stock outstanding after the merger (approximately 17.5
million held by former Tokos shareholders and 15.5 million held by former
Healthdyne shareholders). It will have combined annualized sales of
approximately $160 million. The Board of Directors of each company has
approved the merger. The transaction is anticipated to be completed early in
1996, subject to certain conditions including federal antitrust review,
completion of the previously announced HIE spin-off to Healthdyne shareholders,
and shareholder approval from both companies.
Parker H. Petit, Chairman and Chief Executive Officer of Healthdyne,
will serve as Chairman of the Board of the new company and will chair a
Transition Committee. Robert F. Byrnes, Chairman and Chief Executive Officer
of Tokos, will serve as President and Chief Executive Officer. In addition to
Mr. Petit and Mr. Byrnes, the Merger Agreement provides that the Board of
Directors of the new company will consist of eight outside directors, four
members to be selected by each company's current Board. Donald R. Millard,
Chief Financial Officer of Healthdyne, will be Senior Vice President and Chief
Financial Officer of the new company. Terry P. Bayer, President of Tokos, will
serve as Executive Vice President, Managed Care Operations, and Frank D.
Powers, President of Healthdyne Maternity Management, will become Executive
Vice President, Provider Operations of the new company. J. Brent Burkey,
Senior Vice President and General Counsel of Healthdyne, and Andrew D. Simons,
Vice President, Corporate Counsel and Secretary of Tokos, will serve as General
Counsel and Associate General Counsel, respectively, of the new company.
<PAGE> 3
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.
HEALTHDYNE, INC.
/s/ Donald R. Millard
------------------------------------------
Donald R. Millard
Vice President - Finance,
Chief Financial Officer and Treasurer
Date: October 12, 1995
