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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) October 13, 1995
MEDEX, INC.
(Exact name of registrant as specified in its charter)
Ohio 0-9042 31-4441680
State or other jurisdiction Commission File IRS Employer Identification
of incorporation Number No.
3637 Lacon Road, Hilliard, Ohio 43026
(Address of principal executive offices) (Zip Code)
(614) 876-2413
Registrant's telephone number, including area code
Not Applicable
Former name or former address, if changed since last report
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Item 5. Other Events.
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On October 13, 1995, Medex, Inc. (the "Company") announced the
adoption of a Shareholder Rights Plan as described in the press release filed
as an exhibit to this report. The information contained in such press release
is hereby incorporated by reference into this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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99 Press Release of the Company dated October 13, 1995,
regarding the adoption of the above-referenced
Shareholder Rights Plan.
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SIGNATURE
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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.
MEDEX INC.
Registrant
By: /s/ Bradley P. Gould
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Bradley P. Gould
Chief Executive Officer
October 13, 1995
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EXHIBIT INDEX
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Exhibit
Number Description
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99 Press Release of Medex, Inc. (the "Company") dated
October 13, 1995, announcing the adoption of a
Shareholder Rights Plan.
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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Date: October 13, 1995
Contact: Bradley P. Gould
(614) 529-3815
NASDAQ:MDEX
MEDEX, INC. ANNOUNCES SHAREHOLDER RIGHTS PLAN
COLUMBUS, Ohio -- Medex, Inc. today announced that its Board of
Directors has adopted a Shareholder RIghts Plan designed to deter coercive
takeover tactics and to help prevent situations in which one group of
shareholders may derive a benefit that is not available to all shareholders.
Under the Rights Plan, shareholders of record on October 26, 1995
will receive one right for each share of Common Stock held on that date. Each
right entitles the holder to buy one share of Common Stock at a price of $60
per share, subject to adjustment. The right to purchase Common Stock becomes
exercisable only if a person or group acquires 15% or more of the Company's
outstanding Common Stock or announces a tender offer which, if successfully
completed, would result in the offeror owning at least 20% of the Company's
Common Stock.
Upon the occurrence of certain events ("Triggering Events"),
including the acquisition by a person or group of 20% or more of the Company's
outstanding Common Stock or a merger involving the Company which is not
approved by a majority of the continuing members of the Company's Board of
Directors, each right alternatively entitles shareholders to buy securities or
assets of Medex, Inc. or, depending on the form of the transaction, common
stock of the acquiring company generally at a price that will be one-half of
the market value of the securities or assets at that time.
- more -
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MEDEX, INC. ANNOUNCES SHAREHOLDER RIGHTS PLAN - 2
Once a Triggering Event occurs, rights held by a 15% holder of Common Stock or
any person affiliated or associated with such person cannot be exercised.
The Medex Board of Directors adopted the Plan in part because, in
view of recent declines in the trading price of the Medex, Inc. Common Stock
and previously announced management changes, the Board and its financial
advisors believe that there is an increased risk of an unsolicited attempt to
acquire the Company for less than its fair value. The Plan is not designed to
preclude Medex, Inc.'s Board of Directors from considering an offer to acquire
the Company if the Board believes the offer to be in the best interests of all
of the Company's shareholders. The Plan permits the Board to redeem the rights
for a nominal amount incidental to such a transaction and in certain other
instances. The Rights plan expires on October 26, 2005, unless the rights are
previously redeemed.
The Company stated that additional information summarizing the
Shareholder Rights Plan will be mailed to the Company's shareholders in the
near future.
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