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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: September 9, 1996
NELLCOR PURITAN BENNETT INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-14980 94-2789249
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(Commission File Number) (I.R.S. Employer
Identification No.)
4280 Hacienda Drive
Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
(510) 463-4000
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On September 9, 1996, the Registrant entered into an Agreement and Plan
of Merger (the "Agreement") with Aequitron Medical, Inc., a Minnesota
corporation ("Aequitron"). Pursuant to the Agreement, the Registrant would
acquire Aequitron through a merger of Aequitron into the Registrant. In the
merger, Aequitron stockholders would receive .432 of a share of the Registrant's
Common Stock for each outstanding share of Aequitron common stock held by them.
The exchange ratio is subject to adjustment, based on the average of the closing
prices of the Registrant's Common Stock for the 10 trading days preceding the
fifth trading day before the Aequitron shareholders' meeting. Consummation of
the acquisition is subject to the approval of Aequitron' stockholders.
On September 10, 1996, Registrant issued a press release concerning the
acquisition, the text of which press release is attached hereto as Exhibit 99
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not required.
(b) Not required.
(c) Exhibits.
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
99 Registrant's Press Release, dated September 10, 1996. 4
</TABLE>
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
Date: September 19, 1996 /s/ LAUREEN DeBUONO
-----------------------------
Laureen DeBuono
Executive Vice President,
Human Resources, General
Counsel and Secretary
2
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C>
99 Registrant's Press Release, dated September 10, 1996. 4
</TABLE>
3
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NEWS RELEASE EXHIBIT 99
Contact: Mike Downey
510/463-4000
NELLCOR PURITAN BENNETT TO ACQUIRE AEQUITRON
IN $61 MILLION TRANSACTION
PLEASANTON, CA AND MINNEAPOLIS, MN -- SEPTEMBER 10, 1996 -- Nellcor Puritan
Bennett Incorporated (Nasdaq:NELL) and Aequitron Medical, Inc. (Nasdaq:AQTN)
today announced that their boards of directors have approved a definitive
agreement for Nellcor Puritan Bennett to acquire Aequitron in a stock-for-stock
merger valued at approximately $61 million.
Under the terms of the agreement, Aequitron stockholders will receive 0.432 of
a share of Nellcor Puritan Bennett common stock for each outstanding share of
Aequitron common stock, which is the equivalent of $10.75 a share based on the
closing price on September 9, 1996. This exchange ratio is subject to
adjustment based on the trading value of Nellcor Puritan Bennett common stock
for the 10 day period ending on the 5th trading day prior to the special
meeting of shareholders. The exchange ratio is fixed within a range between
$23.14 and $26.61 per share for Nellcor Puritan Bennett common stock and is
subject to a maximum 0.440. The acquisition is intended to qualify as a
tax-free reorganization and a pooling-of-interests for tax and financial
reporting purposes.
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Aequitron is a leading producer of medical electronic respiratory products for
home health care and hospital use, and wheelchair lifts and automobile hand
controls for people who face mobility challenges. The company was founded in
1980 and is headquartered in Minneapolis, MN. For the fiscal year ended April
30, 1996, Aequitron reported revenue of $38.5 million.
"The acquisition of Aequitron is another excellent strategic fit for Nellcor
Puritan Bennett," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's
president and chief executive officer. "Aequitron's product line is
complementary to our own and includes a line of compact, portable ventilators
which fills an important gap in our ventilator product line. With the addition
of what we believe are the leading portable ventilators in the market, Nellcor
Puritan Bennett will have the broadest ventilator line in the industry. This
acquisition is one more step in our strategy of providing the broadest offering
of products for monitoring, diagnosing and treating the respiratory-impaired
patient."
This press release includes forward-looking statements which are subject to
change. The acquisition is subject to several conditions, including approval
by stockholders of Aequitron 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.
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Nellcor Puritan Bennett Incorporated is the worldwide leader in providing
products to monitor, diagnose and treat the respiratory-impaired patient across
the continuum of care.
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