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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2000
ACUSON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-10068 94-2784998
(Commission File No.) (IRS Employer Identification No.)
1220 Charleston Road
Mountain View, CA 94039-7393
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 969-9112
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Item 5. Other Events
This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The forward-
looking statements contained herein involve risks and uncertainties, including
those relating to the possible inability to complete the transaction involving
Acuson Corporation, a Delaware corporation ("Acuson"), and Siemens Corporation,
a Delaware corporation ("Siemens"), as scheduled, or at all, and those
associated with the ability of the combined company to achieve the anticipated
benefits of the transaction. Actual results and developments may differ
materially from those described or incorporated by reference in this Report.
For more information about Acuson and risks arising when investing in Acuson,
investors are directed to Acuson's most recent report on Form 10-K as filed with
the Securities and Exchange Commission.
On September 27, 2000, Acuson announced that it entered into a definitive
agreement with Siemens under which Siemens will acquire through a wholly owned
subsidiary for cash all of the outstanding stock of Acuson through a two-step
transaction comprised of a tender offer followed by a merger. The definitive
merger agreement is subject to the satisfaction of certain conditions contained
therein, including the expiration or early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
receipt of the necessary clearance from the German antitrust authority.
Acuson's press release, dated September 27, 2000, entitled "Acuson
Corporation Announces Definitive Merger Agreement with Siemens" is attached
hereto as Exhibit 99.1.
In connection with the execution of the merger agreement, Acuson amended
its stockholders' rights plan to provide, among other things, that no person or
entity would be considered to be an "acquiring person" thereunder by reason of
any transaction contemplated by the merger agreement. The amendment, dated
September 26, 2000, to Acuson's amended and restated rights agreement, dated
September 26, 2000, is attached hereto as Exhibit 4.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
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4.1 Amendment to Amended and Restated Rights Agreement Between Acuson
Corporation and BankBoston, N.A., dated September 26, 2000.
99.1 Press Release dated September 27, 2000.
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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 its behalf by the
undersigned hereunto duly authorized.
ACUSON CORPORATION
Dated: October 2, 2000 By: /s/ Charles H. Dearborn
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Charles H. Dearborn
Vice President, Human Resources and
Legal Affairs, General Counsel and
Secretary
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