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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): November 16, 1998
MARQUETTE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 0-18724 39-1046671
(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
8200 West Tower Avenue
Milwaukee, Wisconsin 53223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 355-5000
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Item 5. Other Events.
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On November 16 and November 18, 1998, after consultation with General
Electric Company ("GE"), Marquette Medical Systems, Inc. ("Marquette") entered
into amendments to the Retention Agreements dated as of October 15, 1998
(collectively, the "Retention Agreements") with each of Mary M. Kabacinski,
Kevin Lindsey, Frederick A. Robertson and Louis P. Scafuri. The Retention
Agreements are described in Marquette's proxy statement dated October 16, 1998
relating to the special meeting of Marquette shareholders being held to approve
and adopt the Merger Agreement dated as of September 20, 1998 among GE, Emerald
Merger Corp., a wholly-owned subsidiary of GE ("Sub"), and Marquette. In
connection with the proposed merger of Sub with Marquette (the "Merger"),
Marquette options held by the executives will become options to purchase GE
common stock ("Substitute Options") following the Merger. The Retention
Agreements provide, among other things, for the vesting of Substitute Options in
certain circumstances following the Merger. As described below, the amendments
to the Retention Agreements delay the vesting of Substitute Options that
otherwise would have occurred pursuant to the Retention Agreements in these
circumstances. Copies of these amendments are filed as exhibits to this Report.
The amendments with Messrs. Robertson and Scafuri provide that if the
executive remains continuously employed by Marquette or by a company or other
entity or organization within GE's medical systems business on a full-time basis
for two years (rather than one year as provided in the Retention Agreements)
following the date on which the Merger is completed (the "Effective Time"), each
Substitute Option held by the executive which is not then exercisable will
become fully exercisable at that time. In addition, these amendments provide
that if the employment of the executive is terminated without cause or due to
death or disability after the Effective Time and prior to the first anniversary
of the Effective Time or if the employment of the executive is terminated for
any reason after the first anniversary of the Effective Time and prior to the
second anniversary of the Effective Time, each Substitute Option will continue
to become exercisable in accordance with its original vesting schedule and will
become fully exercisable on the second anniversary of the Effective Time.
The amendments with Ms. Kabacinski and Mr. Lindsey provide that if the
employment of the executive is terminated without cause or due to death or
disability after the Effective Time and prior to the first anniversary of the
Effective Time, each Substitute Option held by the executive (instead of
becoming fully exercisable upon such termination as provided in the Retention
Agreements) will continue to become exercisable in accordance with its original
vesting schedule and will become fully exercisable on the first anniversary of
the Effective Time.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
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99.1 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Frederick A. Robertson and Louis P. Scafuri.
99.2 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Mary M. Kabacinski and Kevin Lindsey.
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Signatures
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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.
MARQUETTE MEDICAL SYSTEMS, INC.
Date: November 19, 1998
By: /s/ Frederick A. Robertson
____________________________
Frederick A. Robertson
Chief Executive Officer
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EXHIBIT INDEX
Exhibits
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99.1 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Frederick A. Robertson and Louis P. Scafuri.
99.2 Form of Amendment to Retention Agreement dated as of October
15, 1998 between Marquette Medical Systems, Inc. and each of
Mary M. Kabacinski and Kevin Lindsey.
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AMENDMENT TO RETENTION AGREEMENT
This Amendment, dated as of November __, 1998 (this "Amendment") to the
Retention Agreement dated as of October 15, 1998 (the "Retention Agreement"), is
entered into between Marquette Medical Systems, Inc., a Wisconsin corporation
(the "Company"), and Fred Robertson (the "Executive"). Capitalized terms not
defined herein shall have the respective meanings set forth in the Retention
Agreement.
WHEREAS, the Company and the Executive desire to amend the Retention
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants in this Amendment,
the parties hereby agree as follows:
1. The third sentence of Section 2.2 of the Retention Agreement is hereby
amended to read in its entirety as follows:
"If the Executive remains continuously employed by the Company or by a
company or other entity or organization within the Parent's medical systems
business on a full-time basis for the period commencing at the Effective
Time and ending on the second anniversary of the Effective Time (the date
of such second anniversary being hereinafter called the "Second Anniversary
Date"), the Company shall cause each Substitute Option held by the
Executive on the Second Anniversary Date that is not then exercisable to
become fully exercisable on and after the close of business on the Second
Anniversary Date, subject to the terms of the Company Stock Option Plan and
the agreement evidencing such Substitute Option."
2. Section 3.3 of the Retention Agreement is hereby amended to read in
its entirety as follows:
"3.3 Vesting of Stock Options.
(a) If the employment of the Executive is terminated by the Company
without Cause or for death or Disability at any time following the
Effective Time and prior to the First Anniversary Date, each Substitute
Option shall continue in effect and shall continue to be exercisable upon
the same terms and conditions (including the schedule for vesting) as were
applicable to the option for which the Substitute Option was granted
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immediately prior to the Effective Time, and on the Second Anniversary Date
any Substitute Option not then exercisable held by the Executive will
become fully exercisable. For the purposes of this Agreement, the date of
the termination of the Executive's employment shall be deemed to be not
later than the date of the commencement of the period for which the Company
is obligated to make monthly severance payments pursuant to Section 3.2
hereof. This Agreement supersedes any provision of the Company Stock
Option Plan (as it may be amended from time to time) inconsistent herewith.
(b) If the employment of the Executive terminates (x) without Cause,
for death or Disability prior to the First Anniversary Date or (y) for any
reason at any time following the First Anniversary Date and prior to the
Second Anniversary Date: (i) each Substitute Option held by the Executive
on the date of such termination of employment that is then exercisable
shall continue to be exercisable for 90 days following the date of such
termination of employment and shall expire at the close of business on the
90th day following such termination of employment to the extent not
exercised and (ii) each Substitute Option held by the Executive on the date
of such termination of employment that is not then exercisable shall remain
outstanding and shall continue to become exercisable in accordance with its
original vesting schedule as it existed at the Effective Time (subject to
any acceleration provided for in the third sentence of section 2.2 hereof)
and if such Substitute Option shall become exercisable prior to the Second
Anniversary Date, such Substitute Option shall continue to be exercisable
for 90 days following the date on which it shall have become exercisable
and shall expire at the close of business on the 90th day following the
date on which it shall have become exercisable to the extent not exercised;
(iii) each Substitute Option that becomes exercisable on the Second
Anniversary Date shall continue to be exercisable for 90 days following the
Second Anniversary Date and shall expire at the close of business on the
90th day following the Second Anniversary Date to the extent not exercised.
(c) If the Executive (i) is terminated without Cause or for death or
Disability prior to the First Anniversary Date, or (ii) shall have earned
the right to receive the Retention Bonus provided for in Section 2.1 hereof
in full
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(whether or not the Executive continues thereafter to be employed by the
Company or any affiliate thereof), at any time after the date such
Executive's employment terminates (for purposes of clause (c)(i)) or the
First Anniversary Date (for purposes of clause (c) (ii)), and prior to the
Second Anniversary Date, the Executive may deliver a written notice to the
Company requesting that the Company accelerate the exercisability of all or
part of the Substitute Options that are then unexercisable, which notice
shall describe in reasonable detail the circumstances upon which such
request is based and be accompanied by a completed notice of option
exercise in the form provided for in the Company Stock Option Plan with
respect to the number of shares covered by such notice (the "Acceleration
Request"). The Company shall notify the Executive, in writing, whether it
has consented to such request (which consent shall not be unreasonably
withheld or delayed) in light of the circumstances described in such
request. If the Company consents to such request, such Substitute Options
shall be deemed to have been exercised as of the date set forth on such
written consent in the manner described in the Acceleration Request with
respect to the number of shares covered by such Acceleration Request."
All other provisions of the Retention Agreement not inconsistent herewith
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
By: __________________________
Name:
Title:
EXECUTIVE
_______________________________
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AMENDMENT TO RETENTION AGREEMENT
This Amendment dated as of November __, 1998 (this "Amendment") to
Retention Agreement dated as of October 15, 1998 (the "Retention Agreement") is
entered into between Marquette Medical Systems, Inc., a Wisconsin corporation
(the "Company"), and __________________ (the "Executive"). Capitalized terms not
defined herein shall have the respective meanings set forth in the Retention
Agreement.
WHEREAS, the Company and the Executive desire to amend the Retention
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants in this Amendment,
the parties hereby agree as follows:
The first sentence of Section 3.3 of the Retention Agreement is hereby
amended to read in its entirety as follows:
"If the employment of the Executive is terminated by the Company without
Cause or due to death or Disability at any time following the Effective
Time and prior to the First Anniversary Date (i) each Substitute Option
held by the Executive on the date of such termination of employment that is
then exercisable shall continue to be exercisable for 90 days following the
date of such termination of employment and shall expire at the close of
business on the 90th day following such termination of employment to the
extent not exercised and (ii) each Substitute Option held by the Executive
on the date of such termination of employment that is not then exercisable
shall remain outstanding and shall continue to become exercisable in
accordance with its original vesting schedule and if such Substitute Option
shall become exercisable prior to the First Anniversary Date, such
Substitute Option shall continue to be exercisable for 90 days following
the date on which it shall have become exercisable and shall expire at the
close of business on the 90th day following the date on which it shall have
become exercisable; provided, however, that each Substitute Option that is
not exercisable on the First Anniversary Date shall become fully
exercisable on the First Anniversary Date and continue to be exercisable
for 90 days following the First Anniversary Date and shall expire at the
close of business on the 90th day following the First Anniversary Date to
the extent not exercised. Notwithstanding the foregoing sentence,
following such termination of employment after the Effective Time and prior
to the First Anniversary Date, the Executive may deliver a written notice
to the Company requesting that the Company accelerate the exercisability of
all or
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part of the Substitute Options that are then unexercisable, which notice
shall describe in reasonable detail the circumstances upon which such
request is based and be accompanied by a completed notice of option
exercise in the form provided for in the Company Stock Option Plan with
respect to the number of shares covered by such notice (the "Acceleration
Request"). The Company shall notify the Executive in writing whether it
has consented to such request (which consent shall not be unreasonably
withheld or delayed) in light of the circumstances described in such
request. If the Company consents to such request, such Substitute Options
shall be deemed to have been exercised as of the date set forth on such
written consent in the manner described in the Acceleration Request with
respect to the number of shares covered by such Acceleration Request."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
By: __________________________
Name:
Title:
EXECUTIVE
_______________________________
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