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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): August 28, 1995
CIRCON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-12025 95-3079904
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6500 HOLLISTER AVENUE
SANTA BARBARA, CALIFORNIA 93117
(Address of principal executive offices)
(805) 685-5100
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 28, 1995, the Registrant completed the acquisition
of Cabot Medical Corporation, a New Jersey corporation ("Cabot"), through a
merger (a "Merger") of Circon Sub Corp., a New Jersey corporation and
wholly-owned subsidiary of the Registrant ("Sub"), with and into Cabot,
pursuant to an Amended and Restated Agreement and Plan of Reorganization (the
"Reorganization Agreement"), dated as of July 10, 1995, by and among the
Registrant, Sub and Cabot. As a result of the Merger, Cabot became a
wholly-owned subsidiary of the Registrant. The Merger was effected by the
filing of a Certificate of Merger with the New Jersey Secretary of State on
August 28, 1995.
The Registrant designs, manufactures and markets endoscope,
video and electrosurgery systems for diagnosis and minimally invasive surgery.
The Registrant's products are used in a number of medical specialties,
including urology, gynecology, arthroscopy, laparoscopy, thoracoscopy and
plastic surgery. Cabot manufactures and markets medical devices and systems
principally for use in general surgical and gynecological diagnostic procedures
and surgery as well as ureteral stents and urological diagnostic equipment and
related products for use in urological procedures.
The consideration provided by the Registrant in connection
with the Merger consisted of shares of its Common Stock, cash in lieu of
fractional shares (provided from Registrant's internal cash reserves), the
assumption of stock options and an agreement that outstanding convertible notes
of Cabot would become convertible into the Registrant's Common Stock.
Specifically, each outstanding share of Cabot Common Stock (other than
dissenters' shares) was converted into 0.415 shares of the Registrant's Common
Stock (subject to payment of cash in lieu of any fractional shares). It is
estimated that approximately 4,339,640 shares of the Registrant's Common Stock
were issued to former holders of Cabot Common Stock. In addition, all
outstanding options to purchase Cabot Common Stock were assumed by the
Registrant. It is estimated that approximately 1,069,446 shares of the
Registrant's Common Stock are issuable upon exercise of such options (the
"Assumed Options"). Also, all outstanding 7.5% Convertible Subordinated Notes
of Cabot (the "Cabot Convertible Notes") have become convertible into shares
the Registrant's Common Stock. It is estimated that approximately 2,360,000
shares of the Registrant's Common Stock are issuable upon conversion of the
Cabot Convertible Notes.
The Merger exchange ratio was determined pursuant to arms'
length negotiation of the terms of the Merger and took into account various
factors, including the relative earnings and prospects of the Registrant and
Cabot, as well as synergies and cost savings anticipated to be realized from
the combination of their operations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial statements of businesses acquired.
Incorporated by reference to Cabot's Annual Report on Form 10-K for the year
ended October 29, 1994 and Cabot's Quarterly Report on Form 10-Q for the
quarter ended April 29, 1995.
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(b) Pro forma financial information. Incorporated by
reference to pages 44-50 of the Prospectus in the Registrant's Registration
Statement on Form S-4 (No. 33-61151).
(c) Exhibits.
2.1 Agreement and Plan of Reorganization among
the Registrant, Sub and Cabot (incorporated
by reference to the Registrant's Registration
Statement on Form S-4 (No. 33-61151)
20.1 Press release dated August 28, 1995.
SIGNATURE
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
Dated: September 1, 1995
CIRCON CORPORATION
By: /S/ RICHARD A. AUHLL
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Richard A. Auhll,
Chief Executive Officer
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EXHIBIT 20.1
CIRCON NEWS RELEASE
CIRCON COMPLETES MERGER WITH CABOT MEDICAL
Circon Corporation, Santa Barbara, California (NASDAQ-NMS:CCON) -- Richard A.
Auhll, Chairman and President, announced that Circon completed today the
previously announced Merger with Cabot Medical Corporation. This creates the
largest publicly-traded minimally invasive surgery company in the fields of
urology and gynecology. The Cabot and Circon stockholders approved the merger
on August 25 by a substantial majority vote. Approximately 4.3 million Circon
shares are being issued to Cabot stockholders in connection with the Merger.
As a result of the Merger, Cabot's stock will cease to be traded by NASDAQ as
of August 28, 1995.
Circon is the largest U.S. producer of medical endoscopes and video systems
and, selling under the trademark of CIRCON ACMI, has the largest share of the
U.S. urology endoscope market. In the fiscal year ended December 31, 1994,
Circon had sales of $88.9 million, operating income of $5.6 million and net
income of $3.8 million.
Cabot is the largest U.S. producer of gynecology sterilization and
gynecology-laparoscopy suction/irrigation devices and, selling under the
Surgitek trademark, has the largest share of the U.S. urology premium stent
market. In the fiscal year ended October 31, 1994, Cabot had sales of $68.1
million, operating income of $8.7 million and net income of $3.1 million.
In a joint statement, Richard A. Auhll and Warren G. Wood, Chief Executive
Officers of Circon and Cabot, respectively, expressed their enthusiasm about
the merger and the synergism of the combined company. "Circon and Cabot
products are very complementary with little overlap. They are often used by
the same doctors and in the same procedures. Circon has a very strong position
in hardware products such as endoscopes and video systems. Cabot, on the other
hand, has a very strong position in disposable products such as urological
stents and laparoscopic suction/irrigation devices. The combination creates
one of the premier minimally invasive surgery companies in the fields of
urology and gynecology, " said Auhll.
"This merger positions the combined company to excel in the rapidly changing
healthcare market. The new company will be a larger and more efficient
organization, with significant opportunity to improve operations and reduce
operating expenses at all levels. Further, with an expanded product line and a
combined USA direct sales force of 150 representatives - one of the largest in
the field of endoscopy - the merged company will be well positioned to increase
its penetration of the hospital market," said Wood.
Contact: R. Bruce Thompson August 28, 1995
Executive Vice President
Chief Financial Officer
(805) 685-5100
