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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 2)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
MEDEX, INC.
(Name of Subject Company)
MEDEX, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
584105100
(CUSIP Number of Class of Securities)
ROBERT E. BOYD, JR., ESQ.
SECETARY AND GENERAL COUNSEL
MEDEX, INC.
3637 LACON ROAD
HILLIARD, OHIO 43026
(614) 529-3899
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
With a Copy to:
JAMES L. SMITH, III, ESQ.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E.
SUITE 5200, NATIONSBANK BUILDING
ATLANTA, GEORGIA 30308-2216
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on November 15, 1996 by
Medex, Inc., an Ohio corporation (the "Company"), relating to the offer by FCY,
Inc., an Ohio corporation (the "Purchaser") and a wholly owned subsidiary of
Furon Company, a California corporation ("Furon"), to purchase for cash all
outstanding common shares, par value $.01 per share, of the Company, together
with the associated share purchase rights, and Amendment No. 1 thereto filed
with the Commission on November 29, 1996 by the Company (collectively, the
"Schedule 14D-9").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding to the end of the subsection titled "Ohio Control Share Acquisition Law"
the following sentence: "The 'control share acquisition' by Furon and FCY was
approved by the shareholders of the Company at the 831 Meeting held on December
13, 1996."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding an Exhibit 99:
"Press Release issued by the Company on December 13, 1996."
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
December 13, 1996
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Date
/s/ Bradley P. Gould
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Signature
Bradley P. Gould
President and Chief Executive Officer
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Name and Title
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EXHIBIT 99
[LOGO] MEDEXINC.
MEDEX, INC. - NASDAQ: MDEX
RELEASE: December 13, 1996
Contact: Michael J. Barilla
(614) 529-3803
Final - Approved
MEDEX SHAREHOLDERS APPROVE FURON ACQUISITION
HILLIARD, Ohio - Medex, Inc. today announced that at the special meeting held
today, the shareholders of Medex voted to approve the proposed acquisition by
FCY, Inc., a subsidiary of Furon Company, of a majority or more of the
outstanding Common Stock of Medex in accordance with Section 1701.831 of the
Ohio Revised Code. FCY, Inc. commenced a tender offer on November 15, 1996 to
purchase any and all outstanding shares of Common Stock of Medex for $23.50 per
share. The Ohio statute provides that shares cannot be purchased pursuant to
the tender offer unless the acquisition proposal is approved by Medex
shareholders at the special meeting.
FCY's tender offer is scheduled to expire at 12:00 midnight New York City time
on Monday, December 16, 1996.
Medex designs, manufactures and distributes products and infusion systems for a
wide range of medical and surgical applications. Medex products are utilized in
intravenous therapies such as fluid and drug administration, as well as pressure
monitoring and cardiac catheterization. Infusion systems include a range of
infusion pumps designed to deliver prescribed doses of drugs and fluids to
patients. With corporate headquarters in Columbus, the Company has domestic
operations in Ohio and Georgia. Medex also operates subsidiaries in the United
Kingdom, Germany and France. Medex stock is traded over-the-counter on the
NASDAQ National Market System under the MDEX symbol.
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