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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 1)
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.
SECRETARY AND GENERAL COUNSEL
MEDEX, INC.
3637 LACON ROAD
HILLIARD, OHIO 43026
(614) 529-3899
(Name, address and telephone number of persons 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. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "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.
The Company believes that this Amendment does not represent a material
change in the information set forth in the Schedule 14D-9. This Amendment is
filed for the purpose of substituting for Exhibit 3 to the Company's Schedule
14D-9 the form of agreement actually executed by the officers and directors of
the Company and Furon in order to correct an error in the form of such
agreement as previously filed. The difference in the forms relates solely to
when the officers and directors may sell their shares and options to the
Company pursuant to Section 2 of the agreement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by deleting the
description of Exhibit 3 and replacing in lieu thereof the following: "Form of
Director and Officer Agreement dated November 12, 1996 among the Company, Furon
and the Purchaser (filed as Exhibit 99.11 to Amendment No. 1 to Schedule 14D-1
of Furon and the Purchaser filed with the Securities and Exchange Commission
on November 27, 1996, and incorporated herein by reference)."
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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.
November 27, 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
