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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): July 28, 1997
SCHERER HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10552 59-0688813
(State of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
2859 Paces Ferry Road, Suite 300
Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(770) 333-0066
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
Effective on July 28, 1997, Scherer Healthcare, Inc. (the "Company") and
Marquest Medical Products, Inc., a majority owned subsidiary of the Company
("Marquest"), completed the previously announced transactions with Vital Signs,
Inc. ("VSI"). Pursuant to the Agreement and Plan of Merger dated March 14,
1997, between Marquest, VSI, and VSI Acquisition Corporation, a wholly-owned
subsidiary of VSI ("Newco"), VSI acquired Marquest upon the merger of Newco and
Marquest. At the effective time of the merger, all of the issued and
outstanding shares of Common Stock of Marquest were converted into the right to
receive $0.797 in cash per share and Marquest became a wholly-owned subsidiary
of VSI. As a result, the Company received $5,747,320 in exchange for its shares
of Marquest Common Stock and $309,260 through the exercise of warrants for the
purchase Marquest Common Stock. Additionally, pursuant to the Scherer Healthcare
Inducement Agreement dated March 14, 1997, between the Company, Marquest, and
VSI, VSI purchased from the Company certain assets of the Company leased or
licensed by the Company to Marquest and used by Marquest in the manufacture and
sale of arterial blood gas products and the Company entered into a covenant not
to compete with VSI in the manufacture and sale of arterial blood gas products
for a period of three years. VSI paid the Company an aggregate of $5,860,000
for the assets and the covenant not to compete.
The stockholders of the Company approved the Agreement and Plan of Merger
and the Scherer Healthcare Inducement Agreement and the transactions
contemplated thereby at a Special Meeting of Stockholders held on July 28, 1997.
The stockholders of Marquest approved the Agreement and Plan of Merger and the
transactions contemplated thereby at a Special Meeting of Stockholders held
following the Company's Special Meeting on July 28, 1997.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, any pro forma
financial information required to be filed with the Commission will be filed as
an amendment to this report under cover of Form 8-K/A on or before October 13,
1997.
(c) Exhibits
99.1 Press Release dated July 28, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
SCHERER HEALTHCARE, INC.
Date: August 11, 1997 By: /s/ Robert P. Scherer, Jr.
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Robert P. Scherer, Jr.
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Document Page No.
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99.1 Press Release dated July 28, 1997
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EXHIBIT 99.1
Press Release Dated July 28, 1997
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NEWS RELEASE
FOR IMMEDIATE RELEASE
VITAL SIGNS, INC., MARQUEST MEDICAL PRODUCTS, INC. AND SCHERER HEALTHCARE,
INC. ANNOUNCE THE COMPLETION OF THE ACQUISITION OF MARQUEST BY VITAL SIGNS
TOTOWA, NEW JERSEY, ENGLEWOOD, COLORADO and ATLANTA, GEORGIA, July 28, 1997
- - VITAL SIGNS, INC. (NASDAQ; VITL), MARQUEST MEDICAL PRODUCTS, INC. (NASDAQ;
MMPI) and SCHERER HEALTHCARE, INC. (NASDAQ: SCHR) announced today that the
shareholders of Marquest Medical Products approved the companies' previously
announced merger, that Scherer Healthcare's shareholders gave their necessary
approvals and that the Marquest merger was finalized shortly after the
Shareholders' Meeting was completed. The merger, which resulted in Marquest
Medical becoming a wholly-owned subsidiary of Vital Signs, was effected pursuant
to an Agreement and Plan of Merger, dated March 14, 1997. According to the
merger agreement, Vital Signs agrees to pay Marquest shareholders $0.797 per
share for each outstanding share of Marquest common stock. Separately, pursuant
to an agreement with Scherer Healthcare, the majority shareholder of Marquest,
Vital Signs acquired for cash certain product rights previously sold by Marquest
to Scherer. The aggregate cash payments to Marquest's shareholders is
approximately $12.6 million. The payment to Scherer Healthcare and related
parties, with respect to the acquisition of product rights and certain covenants
against competition, is $6 million.
Terry Wall, President and Chief Executive Officer of Vital Signs, stated:
"The acquisition of Marquest provides Vital Signs with an established product
line with a good market share in the respiratory and critical care market. As
previously announced, Vital Signs' direct sales force has been divided and
expanded into two highly focused sales organizations, with one focused on
anesthesia products and the other on respiratory/critical care products. With
the addition of the Marquest products, approximately $20 million in annual
sales, Vital Signs' product line will be nearly evenly divided, with anesthesia
representing 53% of total sales and respiratory/critical care representing 47%.
The goal of this expanded sales organization is to drive sales of the two
product lines in a more substantial way. Marquest's strong respiratory product
line should enable Vital Signs to be an attractive partner for national group
purchasing organizations, integrated health networks, and investor owned
hospitals. In addition, the Marquest product line will complement our expanding
international sales."
Bill Thompson, President and Chief Operating Officer of Marquest and
President of Scherer Healthcare, commented: "The merger is beneficial to the
shareholders of Marquest as it recognizes the value of the Marquest business
which Marquest could not develop alone due to resource limitations. The Marquest
product line will benefit from the additional resources that will be available
through Vital Signs which will ultimately enhance customer satisfaction and
distribution in the marketplace. Vital Signs should immediately benefit from
Marquest's products, providing Vital Signs with an expanded product offering."
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The statements in this press release regarding post-closing performance
constitute Forward-Looking Statements under the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from the companies'
expectations as a result of a number of factors, including market conditions,
competitive responses and the degree to which Vital Signs is able to
successfully integrate the two companies.
Vital Signs, Inc. and its subsidiaries design, manufacture and market
single-use medical products for anesthesia and critical care, achieving the
number one market share position in six of eight major product categories and
second in the other two categories. For the third time in five years, the
Company was recognized by Forbes magazine as one of "The 200 Best Small
Companies in America". Vital Signs is distinguished as one of a select number of
medical device firms to have received ISO 9001 certification.
Scherer Healthcare provides healthcare products and services, including
medical waste management services and consumer healthcare products.
FOR FURTHER INFORMATION, CONTACT: Terence D. Wall, President, Vital Signs,
Inc. or Tony Dimun, Chief Financial Officer, Vital Signs, Inc. (973) 790-1330
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