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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: March 8, 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)
PAGE 1 OF 3 PAGES
THE EXHIBIT INDEX APPEARS ON PAGE 3.
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ITEM 5. OTHER EVENTS.
On March 8, 1996, the Registrant entered into an Agreement and Plan of
Merger (the "Agreement") with Infrasonics, Inc., a California corporation
("Infrasonics"). Pursuant to the Agreement, the Registrant would acquire
Infrasonics through a merger of Infrasonics into the Registrant. In the merger,
Infrasonics stockholders would receive .095 of a share of the Registrant's
Common Stock for each outstanding share of Infrasonics common stock held by
them. The exchange ratio is subject to adjustment, based on the average of the
closing price of the Registrant's Common Stock for the 10 trading days preceding
the third trading day before the consummation of the merger, in order that the
value of Registrant's common stock to be received by Infrasonics stockholders as
calculated under the adjustment formula is not less than $6.25 per share.
Consummation of the acquisition is subject to the approval of Registrant's and
Infrasonics' stockholders.
On March 11, 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.
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
99 Registrant's Press Release, dated March 11, 1996 4
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: March 21, 1996 /s/ Laureen DeBuono
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Laureen DeBuono
Executive Vice President, Human Resources,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- -------
99 Registrant's Press Release, dated March 11, 1996. 4
3
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EXHIBIT NO. 99
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
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NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN $66 MILLION TRANSACTION
PAGE TWO
products fills a 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."
Nellcor Puritan Bennett also announced that its board of directors approved a
2-for-1 split of the company's common stock, to take effect following approval
by its stockholders of an increase in the authorized number of shares of Nellcor
Puritan Bennett common stock. The stockholders will be asked to approve the
Infrasonics acquisition and the authorized share increase at a special meeting
of shareholders. Following the split and the acquisition of Infrasonics, Nellcor
Puritan Bennett will have approximately 60 million shares outstanding.
Finally, Nellcor Puritan Bennett 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.
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NELLCOR PURITAN BENNETT TO ACQUIRE INFRASONICS IN $66 MILLION TRANSACTION
PAGE THREE
This press release includes forward-looking statements which are subject to
change. The acquisition is subject to several conditions, including 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.
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