UNITED STATES 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: October 23, 1995
(Date of earliest event reported)
LUXTEC CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 0-14961
Massachusetts 04-2741310
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
326 Clark Street, Worcester, Massachusetts 01606-1214
(Address of principal executive offices) (Zip code)
(508) 856-9454
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On October 23, 1995, Luxtec CD Acquisition Co., Inc., a Massachusetts
corporation and the Registrant's wholly-owned subsidiary ("Acquirer"),
acquired all of the assets and liabilities of CardioDyne, Inc., a Delaware
corporation ("CardioDyne"), in exchange for 1,000,000 shares of common stock,
par value $0.01 per share (the "Common Stock"), of the Registrant and certain
additional consideration pursuant to a statutory merger of CardioDyne and
Acquirer (the "Merger"). In the Merger, CardioDyne was merged with and into
Acquirer, with Acquirer as the surviving corporation which changed its name
to CardioDyne, Inc. The Merger was consummated pursuant to an Agreement of
Merger and Plan of Reorganization dated as of June 28, 1995, by and among
the Registrant, CardioDyne, Acquirer and Paul Epstein and Patrick G. Phillipps
as Representatives of the former CardioDyne stockholders (the "Merger
Agreement"). The Merger Agreement is filed (through incorporation by
reference) as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by this reference.
All additional information required by Item 2 and all material terms of
the Merger are set forth in the Registrant's Proxy Statement/Private
Placement Memorandum ("Proxy Statement/PPM), filed via EDGAR with the
Commission on September 21, 1995 (Accession Number 0000950135-95-001970).
Such Proxy Statement/PPM is filed (through incorporation by reference) as
Exhibit 20.1 to this Current Report on Form 8-K and incorporated herein by
this reference.
Item 5. Other Events.
At the Registrant's Annual Meeting of Stockholders held on
October 20, 1995, the Registrant's stockholders approved, inter alia,
proposals to amend the Registrant's Articles of Organization, as amended
(the "Charter"), to (i) increase the Registrant's authorized capital stock
from 2,000,000 shares of Common Stock to 10,000,000 shares of Common Stock,
and (ii) limit the personal liability of the Registrant's directors for
breaches of their fiduciary duties in certain situations and to provide for
indemnification of the Registrant's officers and directors in certain
situations. Articles of Amendment to the Charter with respect to clauses
(i) and (ii) were filed with the Secretary of State of the Commonwealth of
Massachusetts on October 20, 1995.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by this section are set forth in the
Registrant's Proxy Statement/PPM, filed via EDGAR with the Commission on
September 21, 1995 (Accession Number 0000950135-95-001970). Such Proxy
Statement/PPM is filed (through incorporation by reference) as Exhibit 20.1
to this Current Report on Form 8-K and incorporated herein by this reference.
(b) Pro forma financial information.
The pro forma financial information required by this section is set
forth in the Registrant's Proxy Statement/PPM, filed via EDGAR with the
Commission on September 21, 1995 (Accession Number 0000950135-95-001970).
Such Proxy Statement/PPM is filed (through incorporation by reference) as
Exhibit 20.1 to this Current Report on Form 8-K and incorporated herein by
this reference.
(c) Exhibits
The following exhibits are filed and/or incorporated by reference
herewith:
2.1. Agreement of Merger and Plan of Reorganization dated as of
June 28, 1995, by and among the Registrant, the Acquirer, CardioDyne
and Paul Epstein and Patrick G. Phillipps as Representatives of the
former CardioDyne stockholders, filed with the Commission on
June 30, 1995 as Exhibit 2 to a Current Report on Form 8-K and
incorporated herein by this reference.
20.1 Proxy Statement/Private Placement Memorandum of the Registrant
dated as of September 21, 1995, filed via EDGAR with the Commission on
September 21, 1995 (Accession Number 0000950135-95-001970), and
incorporated herein by this reference.
23.1 Consent of Arthur Andersen LLP, independent public accountants of
the Registrant.
99.1 Press Release of the Registrant, dated as of October 25, 1995,
relating to the closing of the Merger.
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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.
LUXTEC CORPORATION
(Registrant)
November 7, 1995 James W. Hobbs
_______________________ ______________________________
Date James W. Hobbs
President and Chief Executive Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report with respect to
Cardiodyne Inc., dated April 21, 1995, included in Luxtec Corporation's
Proxy Statement filed on September 21, 1995, and to all references to our
Firm included in this registration statement.
November 6, 1995 Arthur Andersen LLP
----------------- --------------------
Date Arthur Andersen LLP
Boston, Massachusetts
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EXHIBIT 99.1
LUXTEC CORPORATION
326 CLARK STREET
WORCESTER, MA 01606
For immediate release
Contact: James W. Hobbs, President and CEO
Sam Stein, CFO
Pat Phillipps, VP Engineering
Luxtec Corporation
800.325.8966
Lorraine Ruff
Charlton Ruff Communications
206.841.2660
Luxtec completes its merger with CardioDyne, Inc.
Worcester, MA, October 23, 1995--Luxtec Corporation [AMEX:LXU.EC] today
announced that it has completed its merger with CardioDyne, Inc. In
connection with the merger, one million shares of Luxtec common stock were
issued to the shareholders of CaridDyne, thereby increasing from
approximately 1.5 million shares to approximately 2.5 million shares the
number of Luxtec shares outstanding.
Under terms of the agreement, all CardioDyne shares were converted into
the one million shares of Luxtec common stock. On Monday, Luxtec
announced that it plans to write off the value of the transaction in the
amount of approximately $5.5 million in its current fiscal year, which
ends October 31, 1995.
Joining the Luxtec executive staff are CardioDyne's founders, Paul
Epstein and Pat Phillipps, who will join Luxtec's board of directors.
Phillips will serve as Vice President of Engineering, and Epstein will serve
as Vice President of Business Development.
"We are delighted with the merger," said James W. Hobbs, president
and CEO of Luxtec. "This merger is Luxtec's first major expansion in our
plan to build the company's sales, earnings, and shareholder valuation from a
combination of internal and external development. The transaction expands
Luxtec's base of core competencies and allows us to broaden our product
offerings with a proprietary technology that we believe has a high growth
potential," he said, adding that the merger, in the near-term, adds two
medical devices to Luxtec's existing domestic and international sales
and extends our customer base to include potentially attractive new market
segments."
CardioDyne has developed proprietary electronic signal acquisition
and processing technology, which separates "motion noise" from systolic
and diastolic blood pressure signals, and has used this technology to
develop two blood pressure monitoring products for use in exercise stress
testing, emergency transport, obstetrics, and other applications where
frequent, accurate blood pressure data is important, but where conventional
monitors often are inaccurate or fail to function due to patient motion.
Both devices have received approval by the U.S. Food and Drug
Administration for marketing in ths U.S. under 501K. CardioDyne recently
received a patent [U.S. Patent 5,392,781] for aspects of its blood pressure
monitoring technology.
The U.S. and European market for invasive and non-invasive BP monitors
and supplies is estimated to exceed $300 million annually. Luxtec plans to
introduce the blood pressure monitors next year.
Luxtec is a leading manufacturer of specialty medical devices including
fiber optic lighting, optical systems, and related products used by health
care professionals in the hospital and clinic. ##
Editor's note: Black and white photographs of Epstein and Phillipps are
available upon request. Please call Lorraine Ruff, 206.841.2660.
Notice: The securities issued in the merger were not registered under
the Securites Act of 1933, as amended, and may not be sold or otherwise
disposed of, in whole or in part, other than pursuant to registration under
said Act or in conformity with the limitations of Rule 144 or other similar
rule as then in effect, without first obtaining (i.) a written opinion of
counsel satisfactory to Luxtec's counsel to the effect that the
contemplated sale or other dispositon will not be in violation of said Act or
(ii.) a "no-action" letter from the staff of the Securites and Exchange
Commission to the effect that such staff will take no action in respect of
the contemplated sale or other disposition.
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