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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
APRIL 13, 1998
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SUNRISE MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-12744 95-3836867
(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification
of Incorporation) Number)
2382 FARADAY AVENUE
CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive (Zip Code)
Offices)
(760) 930-1500
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On April 13, 1998, Sunrise Medical, Inc. (the "Company") acquired
Sentient Systems Technology, Inc. ("Sentient") pursuant to an Agreement and
Plan of Merger (the "Merger Agreement") among the Company, Sentient, SSTI
Acquisition, Inc., a wholly-owned subsidiary of the Company ("Sub"), and
others. At the closing of the acquisition, Sub was merged into Sentient, and
Sentient continued as the surviving corporation in the merger and is now a
wholly-owned subsidiary of the Company. The Company issued 2,580,777 shares of
its common stock at the closing, 193,272 shares of which are subject to a one-
year escrow. The Company also assumed options to purchase shares of common
stock of Sentient, which were converted into options to purchase 156,630 shares
of common stock of the Company.
On April 13, 1998, the Company issued a press release announcing the
completion of the acquisition. The press release is filed as an exhibit hereto
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release, dated April 13, 1998, issued by Sunrise Medical,
Inc.
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.
SUNRISE MEDICAL, INC.
By: /s/ Steven A. Jaye
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Name: Steven A. Jaye
Title: Senior Vice President, General Counsel and
Secretary
Dated: April 20, 1998
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FOR IMMEDIATE RELEASE APRIL 13, 1998
CONTACTS: Marcia P. Vaughan (Media) Susan Noonan
Ted N. Tarbet (Financial) Noonan/Russo Communication
(760) 930-1500 (212) 696-4455 ext. 203
http//:www.sunrisemedical.com
SUNRISE MEDICAL ANNOUNCES COMPLETION OF
SENTIENT SYSTEMS ACQUISITION
CARLSBAD, CALIF. - Sunrise Medical Inc. (NYSE:SMD) today announced
the completion of its acquisition of Sentient Systems Technology, Inc. of
Pittsburgh, Pennsylvania, one of the world's leading manufacturers of
augmentative communication devices for persons affected by speech disabilities.
The transaction, which involved the issuance by Sunrise of approximately 2.7
million shares of common stock in exchange for all of the outstanding shares of
Sentient, will be accounted for as a pooling of interests. The acquisition had
previously been announced on February 13, 1998.
Of the 2,737,000 Sunrise shares being issued in the transaction,
941,000 shares may be immediately resold without restriction, 193,000 shares
are subject to one-year escrow restrictions, and the remaining 1,603,000 shares
may not be sold until Sunrise has announced its results of operations for the
fiscal year ending July 3, 1998, which is expected to occur in late August.
Sentient will operate as a free-standing division of Sunrise,
remaining in Pittsburgh under the continuing leadership of Tilden Bennett,
Sentient president, and Gary Kiliany, vice president and director of product
development. Bennett will report to Sunrise chairman and president Richard H.
Chandler.
At the recent Assistive Technology Exhibition in Los Angeles,
Sentient Systems announced the introduction of eight new products that
represent its latest generation of augmentative communication technology. All
of the products are driven by Release 2.0 of DSS, the Company's proprietary
software system. The new products include a totally redesigned DynaVox speech
device for wheelchair users; an upgraded DynaMyte for ambulatory applications;
DSS desktop software for Windows and MacIntosh operating systems; and a
Spanish/English bilingual version of each of these products.
-more-
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SUNRISE ANNOUNCES COMPLETION OF SENTIENT ACQUISITION
PAGE TWO
Commenting on the merger, Chandler said, "We are pleased that
Sentient Systems is joining Sunrise just as they are introducing a new line-up
of breakthrough products. I was impressed by the excellent reception accorded
these products by speech language pathologists at the assistive technology
exhibition. This is a company that is the clear global technology leader in an
exciting growth market."
Sunrise Medical designs, manufactures and markets medical products
used in homecare and extended care settings that address the recovery,
rehabilitation and respiratory needs of the patient. Sunrise products are
manufactured in the U.S., Mexico and Europe, and are distributed in more than
100 countries around the world.
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