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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): October 16, 2000
SUNRISE MEDICAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-12744 95-3836867
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Commission File No I.R.S. Employer Identification
Number
2382 Faraday Avenue, Suite 200
Carlsbad, California 92008
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Address of Principal Zip Code
Executive Offices
(760) 930-1500
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On October 16, 2000, Sunrise Medical, Inc.(the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") among the Company,
V.S.M. Acquisition Corp., a corporation organized under the laws of the State
of Delaware ("Purchaser"), and a wholly owned subsidiary of V.S.M. Holdings,
Inc., a corporation organized under the laws of State of Delaware
("Holdings"), a wholly owned subsidiary of V.S.M. Investors, LLC, a Delaware
limited liability company ("Parent").
The Merger Agreement provides that Purchaser will make a tender offer
(the "Tender Offer") to purchase 100% of the outstanding common stock (the
"Common Stock") of the Company, and shares validly tendered in the Tender
Offer shall be entitled to receive $10.00, net to the seller, in cash. After
the Tender Offer is complete, subject to the approval of a majority of the
outstanding shares of the Company (if such approval is required), Purchaser
will be merged with and into the Company, with the Company as the surviving
corporation in the merger, and each outstanding share of Common Stock, other
than shares owned directly or indirectly by Parent, Holdings, Purchaser or
the Company, will be converted (except for shares of Common Stock owned by
any holder who properly demands appraisal rights) into the right to receive
$10.00 in cash.
Consummation of the Tender Offer and the merger is subject to certain
conditions as specified in the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 16,
2000, among V.S.M. Acquisition Corp., V.S.M. Holdings,
Inc., V.S.M. Investors, LLC and Sunrise Medical, Inc.
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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.
Dated: October 23, 2000
SUNRISE MEDICAL, INC.
By: /s/ STEVEN JAYE
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Name: Steven Jaye
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of October 16,
2000, among V.S.M. Acquisition Corp., V.S.M. Holdings,
Inc., V.S.M. Investors, LLC and Sunrise Medical, Inc.
