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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): JUNE 27, 1996
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NELLCOR PURITAN BENNETT INCORPORATED
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-14980 94-278249
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(State or other jurisdiction of (Commission File No.) (IRS Employer Identification
incorporation) No.)
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4280 HACIENDA DRIVE, PLEASANTON, CALIFORNIA 94588
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(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 463-4000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 27, 1996, the Registrant completed the acquisition of
Infrasonics, Inc., a California corporation ("Infrasonics"). The acquisition
of Infrasonics was consummated pursuant to an Amended and Restated Agreement
and Plan of Merger, dated as of May 14, 1996, pursuant to which Infrasonics was
merged with and into Registrant (the "Merger"). In the Merger, approximately
1,282,683 shares (2,565,367 post-split) of the Registrant's common stock (not
including 67,097 shares (134,193 post-split) issuable under outstanding
options) were issued to the former stockholders of Infrasonics, reflecting an
exchange ratio of .120 of one share of the Registrant's common stock for each
outstanding share of Infrasonics' common stock. The Merger was structured as a
tax free reorganization and is intended to be accounted for as a pooling of
interests.
A press release regarding the acquisition is attached hereto as
Exhibit 20.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a. Financial Statements of Infrasonics.
Incorporated herein by reference to (a) Item 8 of Infrasonics' Annual
Report on Form 10-K for the year ended June 30, 1995; (b) pages 2-6 of
Infrasonics' Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995; (c) pages 2-6 of Infrasonics' Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995; and (d) pages 2-7
of Infrasonics' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
b. Pro Forma Financial Information.
Incorporated herein by reference to pages 51-54 of the Registrant's
Registration Statement on Form S-4 (File No. 333-04683).
c. Exhibits
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Exhibit No. Document
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2.1 Amended and Restated Agreement and Plan of Merger, dated as of
May 14, 1996, by and between Nellcor Puritan Bennett Incorporated
and Infrasonics, Inc. (incorporated by reference to Annex A included
in the Joint Proxy Statement/Prospectus forming a part of the
Registrant's Registration Statement on Form S-4 (File No. 333-04683)).
20.1 Press Release issued by the Registrant on June 27, 1996.
23.1 Consent of Ernst & Young, LLP
99.1 Financial Statements of Infrasonics, Inc.
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Incorporated herein by reference to (a) Item 8 of Infrasonics'
Annual Report on Form 10-K for the year ended June 30, 1995;
(b) pages 2-6 of Infrasonics' Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995; (c) pages 2-6 of
Infrasonics' Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995; and (d) pages 2-7 of Infrasonics'
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
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.
NELLCOR PURITAN BENNETT
INCORPORATED
By: /s/ Laureen DeBuono
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Laureen DeBuono
Executive Vice President, Human
Resources, General Counsel and
Secretary
Date: June 27, 1996
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EXHIBIT 20.1
Acquisition of Infrasonics by Nellcor Puritan Bennett Approved by Stockholders
PLEASANTON and SAN DIEGO, CA -- June 27, 1996 -- Nellcor Puritan Bennett
Incorporated (Nasdaq:NELL) and Infrasonics, Inc. (Nasdaq:IFRA) announced that
the stockholders of both companies have approved the acquisition by Nellcor
Puritan Bennett of Infrasonics. The transaction closed today, June 27, 1996.
Nellcor Puritan Bennett will continue to trade on the Nasdaq National Market
System under the symbol NELL. The company, headquartered in Pleasanton, has
revenue of over $600 million and more than 4,000 employees worldwide.
"We are very pleased that the stockholders of both companies have approved this
acquisition," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's president
and chief executive officer. "Infrasonics' product line complements Nellcor
Puritan Bennett's product offering and enhances the company's market presence
in the respiratory products industry."
Under the terms of the amended and restated merger agreement, 0.120 shares
(0.240 post split) of Nellcor Puritan Bennett common stock will be issued for
each share of Infrasonics' stock outstanding at the time of close. The
acquisition is intended to qualify as a tax-free reorganization and a pooling
of interests for accounting and financial reporting purposes.
Stockholders of Nellcor Puritan Bennett also approved an increase in the number
of authorized shares of Nellcor Puritan Bennett common stock and a two-for-one
split of Nellcor Puritan Bennett's issued common stock. The effective date of
the two-for-one split will be the close of business on June 27, 1996. The
company will begin trading on a post-split basis at the new price at the
opening of business Monday, July 1, 1996. Following the split, Nellcor Puritan
Bennett will have approximately 60 million shares outstanding.
Nellcor Puritan Bennett is the worldwide leader in monitoring, diagnosing and
treating the respiratory-impaired patient.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report on Form 8-K
of Nellcor Puritan Bennett Incorporated of our report dated July 19, 1995 with
respect to the consolidated financial statements and schedule of Infrasonics,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended June 30, 1995.
ERNST & YOUNG LLP
San Diego, California
July 11, 1996
