SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): March 17, 1998
Rehabilicare Inc.
(Exact name of registrant as specified in its charter)
Minnesota 0-9407 41-0985318
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
Incorporation)
1811 Old Highway Eight, New Brighton, MN 55112-3493
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 631-0590
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(former name or address, if changed since last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 17, 1998, Rehabilicare Inc. (the "Company") completed its
acquisition of Staodyn, Inc. ("Staodyn") in accordance with the terms of an
Agreement and Plan of Merger dated as of December 1, 1997. Pursuant to the terms
of such Agreement, Hippocrates Acquisition, Inc., a wholly owned subsidiary of
the Company ("Subsidiary"), was merged (the "Merger") with and into Staodyn,
whereupon the separate existence of Subsidiary was terminated and Staodyn
continued as the surviving corporation. In the Merger, Rehabilicare issued
approximately 5,481,500 shares of its common stock, constituting .823 shares of
its common stock for each share of Staodyn outstanding immediately before the
Merger and for which holders of Staodyn common stock did not assert dissenters
rights. Holders of a total of 500 shares of common stock of Staodyn asserted
dissenters rights. As a result of the Merger Staodyn became a wholly owned
subsidiary of Rehabilicare.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF STAODYN, INC.
The following financial statements, which are included in Staodyn's
Annual Report on Form 10- KSB for the year ended November 30, 1997, are
hereby incorporated into this Form 8-K by reference:
Consolidated Balance Sheets as of November 30, 1997 and
November 30, 1996
Consolidated Statements of Operations for the years ended
November 30, 1997 and November 30, 1996
Consolidated Statement of Changes in Stockholders' Equity for
the years ended November 30, 1997 and November 30, 1996
Statements of Cash Flows for the years ended November 30, 1997
and November 30, 1996
Notes to Financial Statements
Report of Independent Accountants of Price Waterhouse LLP
(b) PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements, which are included on
pages F-26 through F-33 in Amendment No. 1 to Rehabilicare's
Registration Statement on Form S-4 filed with the Commission on
February 10, 1998 (File no. 333-44139) are hereby incorporated by
reference:
Unaudited Pro Forma Condensed Combined Balance Sheet at September 30,
1997
Unaudited Pro Forma Condensed Combined Statement of Income for the:
Three months ended September 30, 1997
Three months ended September 30, 1996
Year ended June 30, 1997
Year ended June 30, 1996
Year ended June 30, 1995
Notes to Unaudited Pro Forma Condensed Combined Financial Information
The Company intends to file by amendment to this Form 8-K (i) an
unaudited pro forma condensed combined balance sheet as of March 31,
1998 and (ii) unaudited pro forma combined statements of income for the
three and nine month periods ending March 31, 1997 and March 31,
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1998. The Company intends to file such amendment as soon as
practicable, and in any event, on or before May 16, 1998.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated as of December 1, 1997 by
and among Rehabilicare Inc. Hippocrates Acquisition, Inc. and
Staodyn, Inc. (incorporated by reference to Exhibit A to the
Proxy Statement/Prospectus that forms a part of Amendment No.1
to the Registration Statement on Form S-4 filed by the Company
on February 10, 1998 (File no. 333-44139)).
Exhibit 23.1 Consent of Price Waterhouse LLP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REHABILICARE INC.
By /s/ DAVID B. KAYSEN
David B. Kaysen
Chief Executive Officer and
President
Dated: April 8, 1998
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in each Registration
Statement on Form S-8 (No. 33-26053, 33-63962, 33-63964 and 333-48155) of
Rehabilicare, Inc. of our report dated January 30, 1998 appearing in the
Staodyn, Inc. Annual Report on Form 10-KSB for the year ended November 30, 1997
which is incorporated by reference in this Form 8-K.
PRICE WATERHOUSE LLP
Boulder, Colorado
April 9, 1998
