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
March 8, 1996
(Date of Report; Date of Earliest Event Reported)
Infrasonics, Inc.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-12998 95-3797283
(Commission File Number) (IRS Employer Identification No.)
3911 Sorrento Valley Blvd., San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(619) 450-9898
(Registrant's telephone number, including area code)
Page 1 of 7 pages.
Exhibit Index appears on Page 4
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On March 8, 1996, Infrasonics, Inc. ("Infrasonics") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Nellcor Puritan
Bennett Incorporated ("NPB"), a Delaware corporation, whereby Infrasonics
will be merged with and into NPB (the "Merger"). Subject to the terms and
conditions of the Merger Agreement (including, without limitation, approval
by the shareholders of Infrasonics) upon the effective time of the Merger,
each outstanding share of common stock of Infrasonics will be converted into
the right to receive .095 shares of common stock of NPB, with adjustments
based on the trading value of NPB's common stock so that the value of the
consideration received by Infrasonics shareholders will not be less than
$6.25 per share.
A copy of the press release announcing the execution of the Agreement
and Plan of Merger is attached as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Description
99.1 Press Release dated March 11, 1996 announcing
the execution of the Agreement and Plan of
Merger, dated as of March 9, 1996, between NPB
and Infrasonics.
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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.
INFRASONICS, INC.
Date: March 13, 1996 By: /s/ Frederick C. McGee
Frederick C. McGee
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release dated 5
March 11, 1996
announcing the execution
of the Agreement and Plan
of Merger, dated as of
March 9, 1996, between
NPB and Infrasonics.
Exhibit 99.1 March 11, 1996
FOR IMMEDIATE RELEASE
NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN
$66 MILLION TRANSACTION
Pleasanton, CA and San Diego, CA -- March 11, 1996 -- Nellcor Puritan Bennett,
Inc. (Nasdaq: NELL) and Infrasonics, Inc (Nasdaq: IFRA) today jointly announced
that their boards of directors have approved a definitive agreement for Nellcor
Puritan Bennett to acquire Infrasonics in a stock for stock merger valued at
approximately $66 million.
Under the terms of the agreement, Infrasonics stockholders will receive .095
shares of Nellcor Puritan Bennett common stock for each outstanding share of
Infrasonics common stock. This exchange ratio is subject to adjustment based
on the trading value of Nellcor Puritan Bennett common stock in order that the
value of the consideration to be received by Infrasonics stockholders will not
be less than $6.25 a share. The merger is intended to qualify as a tax-free
reorganization and a pooling of interests for accounting and financial
reporting purposes.
Infrasonics, headquartered in San Diego, CA, is a respiratory equipment
manufacturer of neonatal, pediatric and adult ventilators and accessories.
For the fiscal year ended June 30,1995, Infrasonics reported revenue of
$23 million. The company was founded in 1982 and is the developer of the
Infant Star, the first demand flow neonatal/pediatric ventilator.
Infrasonics' product line includes seven ventilators, a pulmonary diagnostic
device and more than 100 respiratory accessories.
"This acquisition is an excellent strategic fit that brings together two
leading respiratory companies. The addition of the Infrasonics' infant and
high frequency ventilator products fills a product gap in a key area of the
Nellcor Puritan Bennett product line," said C. Raymond Larkin, Jr., Nellcor
Puritan Bennett's president and chief executive officer. "The acquisition of
Infrasonics continues to build on our strategy of providing products to
monitor, diagnose and treat the respiratory-impaired patient. The combination
of a broader product offering and our comprehensive distribution channels will
help us better serve the needs of our customers worldwide."
"We believe this acquisition will enable us to recognize synergies through
revenue and earnings growth, new product development and sales and marketing
expansion," Mr. Larkin added. "We expect the acquisition to be accretive to
earnings in the first year, excluding the effect of transaction-related
expenses and other one-time charges."
Continued
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Continued Page Two
Finally, Nellcor Puritan Bennett also announced that its board of directors
has approved certain amendments to the company's Rights Agreement to increase
the exercise price of the rights to $320 per right, to extend the term of the
Rights Agreement to March 8, 2006, and to make various other technical changes.
This press release includes forward-looking statements which are subject to
change. The acquisition is subject to approval by the stockholders of both
companies and requisite regulatory approvals. Additional information on
factors that may affect the companies' businesses may be found in their
respective annual reports on Form 10-K together with their recent respective
quarterly reports on Form 10-Q.
Nellcor Puritan Bennett Incorporated is the worldwide leader in monitoring,
diagnosing, and treating the respiratory-impaired patient across the global
continuum of care.
For further information
Call Nellcor Puritan Bennett
Michael Downey
(510) 463-4000
