UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 0-15308
MDT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 87-0287585
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1777 EAST HENRIETTA ROAD
ROCHESTER, NEW YORK 14623
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 475-1400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
(None) (None)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.25 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes No X
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of voting stock of the registrant held by
non-affiliates of the registrant as of June 14, 1996 was approxi-
mately $30,839,000. As of June 14, 1996, 6,769,431 shares of the
registrant's common stock were outstanding.
Item 1. Business
Recent Company Events -
Getinge Transaction
On May 12, 1996, MDT agreed to be acquired by
Getinge Industrier AB ("Getinge"), a Swedish manufacturer of hospi-
tal and scientific equipment. A definitive merger agreement was
signed pursuant to which Getinge will acquire all outstanding shares
of MDT common stock by commencing a tender offer for such shares at
a cash price of $4.50 per share. If certain conditions are met
those shares not acquired in the tender offer will be converted into
$4.50 in cash pursuant to a merger to be effected following comple-
tion of the tender offer. Consummation of the tender offer and the
merger is subject to certain terms and conditions, including approv-
al of the holders of two-thirds of the shares to be acquired and
regulatory approvals.
The tender offer was initially scheduled to expire on June
28, 1996, but has since been extended by Getinge until 5 p.m. EDT on
July 12, 1996. On July 12, 1996, Getinge announced the extension of
its tender offer at a price of $5.50 per share, a $1.00 increase
over the previous tender offer price of $4.50 per share.
The tender offer was completed on July 25, 1996 with 92.7%
of the total outstanding shares of MDT being tendered and accepted
for payment. On July 29, 1996, the merger was effected and the
remaining shares of MDT were converted into the right to receive
$5.50 per share in cash. Subsequent to the merger, MDT became an
indirect wholly-owned subsidiary of Getinge.
On July 31, 1996, using funds provided by Getinge, the
Company repaid all outstanding debt under the secured line of credit
and the secured term-loan with two commercial banks (see notes 8 and
9 to Consolidated Financial Statements). Getinge has informed the
Company that it has the ability and intent to fund the cash needs of
the Company through April 1, 1998 and that the Company will not be
required to repay the amounts used to repay the debt discussed above
prior to April 1, 1998.
Item 8. Financial Statements and Supplementary Data
INDEPENDENT AUDITOR'S REPORT
The Stockholders and Board of Directors
MDT Corporation:
We have audited the accompanying consolidated balance
sheets of MDT Corporation and subsidiaries as of March 31, 1996 and
1995 and the related consolidated statements of income (loss),
stockholders' equity and cash flows for each of the years in the
three-year period ended March 31, 1996. These consolidated finan-
cial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits pro-
vide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of MDT Corporation and subsidiaries as of March
31, 1996 and 1995 and the results of their operations and their cash
flows for each of the years in the three-year period ended March 31,
1996, in conformity with generally accepted accounting principles.
As discussed in note 2 to the consolidated financial
statements, in 1994 the Company changed its method of accounting for
inventories.
Raleigh, North Carolina
May 17, 1996, except as to
the second, third and fourth paragraphs
of note 17, which are as of July 12, 1996,
July 25, 1996 and July 31, 1996, respectively
Notes to Consolidated Financial Statements
March 31, 1996 and 1995
(17) Pending Acquisition
On May 12, 1996, MDT agreed to be acquired by Getinge
Industrier AB ("Getinge"), a Swedish manufacturer of hospital and
scientific equipment. A definitive merger agreement was signed
pursuant to which Getinge will acquire all outstanding shares of MDT
common stock by commencing a tender offer for such shares at a cash
price of $4.50 per share. If certain conditions are met those
shares not acquired in the tender offer will be converted into $4.50
in cash pursuant to a merger to be effected following completion of
the tender offer. Consummation of the tender offer and the merger
is subject to certain terms and conditions, including approval of
the holders of two-thirds of the shares to be acquired and regulato-
ry approvals.
The tender offer was initially scheduled to expire on June
28, 1996, but has since been extended by Getinge until 5 p.m. EDT on
July 12, 1996. On July 12, 1996, Getinge announced the extension of
its tender offer at a price of $5.50 per share, a $1.00 increase
over the previous tender offer price of $4.50 per share.
The tender offer was completed on July 25, 1996 with 92.7%
of the total outstanding shares of MDT being tendered and accepted
for payment. On July 29, 1996, the merger was effected and the
remaining shares of MDT were converted into the right to receive
$5.50 per share in cash. Subsequent to the merger, MDT became an
indirect wholly-owned subsidiary of Getinge.
On July 31, 1996, using funds provided by Getinge, the
Company repaid all outstanding debt under the secured line of credit
and the secured term-loan with two commercial banks (see notes 8 and
9). Getinge has informed the Company that it has the ability and
intent to fund the cash needs of the Company through April 1, 1998
and that the Company will not be required to repay the amounts used
to repay the debt discussed above prior to April 1, 1998.
(Letterhead of KPMG PEAT MARWICK) Page 60
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Stockholders
MDT Corporation:
Under date of May 17, 1996, except as to the second, third
and fourth paragraphs of note 17, which are as of July 12, 1996,
July 25, 1996 and July 31, 1996, respectively, we reported on the
consolidated balance sheets of MDT Corporation and subsidiaries as
of March 31, 1996 and 1995, and the related consolidated statements
of income (loss), stockholders' equity, and cash flows for each of
the years in the three-year period ended March 31, 1996. These
consolidated financial statements and our report thereon are incor-
porated by reference in the annual report on Form 10-K for the year
1996. Our report refers to a change in the method of accounting for
inventories. In connection with our audits of the aforementioned
consolidated financial statements, we have also audited the related
financial statement schedule included herein. This financial state-
ment schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial state-
ment schedule based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial state-
ments taken as a whole, presents fairly, in all material respects,
the information set forth therein.
/s/ KPMG Peat Marwick LLP
May 17, 1996
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
MDT Corporation:
We consent to incorporation by reference in the registra-
tion statements, No. 33-30613 on Form S-8; No. 33-18062 on Form S-8;
No. 33-20326 on Form S-8; and No. 33-23906 on Form S-8, of MDT
Corporation of our report dated May 17, 1996 except as to the sec-
ond, third and fourth paragraphs of note 17, which are as of July
12, 1996, July 25, 1996 and July 31, 1996, respectively, relating to
the consolidated balance sheets of MDT Corporation and subsidiaries
as of March 31, 1996 and 1995, and the related consolidated state-
ments of income (loss), stockholders' equity and cash flows for each
of the years in the three-year period ended March 31, 1996, and the
related schedule, which report appears in the March 31, 1996 annual
report on Form 10-K of MDT Corporation.
Our report refers to a change in the method of accounting
for inventories.
Raleigh, North Carolina
August 22, 1996
ACCOUNTANTS' CONSENT Exhibit 23.2
The Board of Directors
MDT Corporation:
We consent to incorporation by reference in the registra-
tion statements (No. 33-20326 and No. 33-23906) on Forms S-8 of MDT
Corporation of our reports dated May 31, 1996, except as to note 7
which is as of June 17, 1996, relating to the statements of net
assets available for plan benefits of MDT Corporation Savings and
Thrift Plan for Salaried Employees and MDT Corporation Savings and
Thrift Plan for Hourly Employees, and our report dated May 31, 1996
relating to the statements of net assets available for plan benefits
of the MDT Corporation Savings and Thrift Plan for Union Employees
as of December 31, 1995 and 1994, the related statements of changes
in net assets available for plan benefits for the years then ended,
and the related schedules of assets held for investment purposes at
December 31, 1995 and reportable transactions for the year ended
December 31, 1995, which reports appear in the March 31, 1996
Annual Report on Form 10-K of MDT Corporation.
Raleigh, North Carolina
August 22, 1996
Exhibit 99.1
MDT CORPORATION SAVINGS AND THRIFT PLAN
FOR HOURLY EMPLOYEES
Notes to Financial Statements
(4) Investments
The second paragraph is amended and restated as follows:
The other fund is a short-term investment fund utilized by
the Plan and is not an investment option available to the partici-
pants. The purpose of this fund is to hold unallocated funds relat-
ing to forfeitures, contribution/loan repayment funding differences,
and contribution/loan repayment funding prior to being allocated to
the appropriate investment funds. Based on participant direction,
the investment earnings are allocated to the appropriate investment
options coincident with the record keeping update.
Exhibit 99.1
MDT CORPORATION SAVINGS AND THRIFT PLAN
FOR HOURLY EMPLOYEES
Notes to Financial Statements
(7) Subsequent Events
Tender Offer of Sponsor Shares
MDT Corporation, the Plan sponsor, is the subject of a
pending public tender offer for its outstanding shares.
Effective May 17, 1996, the Plan was amended to require
the trustee to notify participants and inquire as to whether the
Company stock allocated to participants' accounts for purposes of a
public offering should be tendered. Each participant may elect that
all, but not less than all, of the Company stock allocated to his
account be tendered by the trustee on his behalf.
Any securities or other property received by the trustee
as a result of having tendered Company stock shall be held, and any
cash received be invested in short-term investments, pending further
action the trustee may be required or directed to take, including
elections by participants to transfer such amounts to another fund.
Effective September 30, 1996, any such funds remaining in the MDT
Stock Fund shall be transferred to the Asset Management Fund II, and
any election by a participant that contributions be invested in the
MDT Stock Fund shall be deemed an election to invest in the Asset
Management Fund II.
Effective July 1, 1996, the Plan was rewritten to provide
that MDT Corporation Retirement Plan accounts be transferred to the
Plan. Additionally, the Plan was renamed the MDT Corporation Re-
tirement Savings Plan for Hourly Employees. Moreover, the Plan
rewrite provided a health plan component such that amounts distrib-
uted on account of total and permanent disability, as defined, are
excluded from income under the Internal Revenue Code.
Exhibit 99.3
MDT CORPORATION SAVINGS AND THRIFT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements
(4) Investments
The following paragraph is inserted after the first para-
graph:
The other fund is a short-term investment fund utilized by
the Plan and is not an investment option available to the partici-
pants. The purpose of this fund is to hold unallocated funds relat-
ing to forfeitures, contribution/loan repayment funding differences,
and contribution/loan repayment funding prior to being allocated to
the appropriate investment funds. Based on participant direction,
the investment earnings are allocated to the appropriate investment
options coincident with the record keeping update.
Exhibit 99.3
MDT CORPORATION SAVINGS AND THRIFT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements
(4) Investments (continued) page 9
Net investment earnings (losses) from the Master Trust
investments (net of administrative expenses) for each participating plan
for the year ended December 31,1995 are as follows:
<TABLE>
<CAPTION>
Open End MDT U.S. Asset
Guaranteed Equity Index Stock Government Management
Income Fund II Fund II Fund Fund Fund II Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Salaried Plan $ 871,449 1,708,493 (137,700) 16,463 423,031 2,881,736
Union Plan 179,039 188,019 (24,617) 477 23,093 366,011
Hourly Plan 22,039 23,071 (10,413) 449 3,931 39,077
--------- --------- -------- ------ ------- ---------
Net investment
earnings
(losses) $ 1,072,527 1,919,583 (172,730) 17,389 450,055 3,286,824
=========== ========= ======== ====== ======= =========
</TABLE>
Net investment earnings (losses) from the Master Trust
investments (net of administrative expenses) for each participating plan
for the year ended December 31, 1994 are as follows:
<TABLE>
<CAPTION>
Open End MDT U.S. Asset
Guaranteed Equity Index Stock Government Management
Income Fund II Fund II Fund Fund Fund II Total
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Salaried Plan $ 1,016,857 34,704 63,391 (4,386) (48,805) 1,061,761
Union Plan 208,619 2,648 20,696 (245) (3,177) 228,541
Hourly Plan 23,292 639 2,303 (60) (330) 25,844
----------- ------ ------ ------ ------- ---------
Net investment
earnings
(losses) $ 1,248,768 37,991 86,390 (4,691) (52,312) 1,316,146
=========== ====== ====== ====== ======= =========
</TABLE>
EXHIBIT 99.3
MDT CORPORATION SAVINGS AND THRIFT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements
(7) Subsequent Events
Tender Offer of Sponsor Shares
MDT Corporation, the Plan sponsor, is the subject of a
pending public tender offer for its outstanding shares.
Effective May 17, 1996, the Plan was amended to require
the trustee to notify participants and inquire as to whether the
Company stock allocated to participants' accounts for purposes of a
public offering should be tendered. Each participant may elect that
all, but not less than all, of the Company stock allocated to his
account be tendered by the trustee on his behalf.
Any securities or other property received by the trustee
as a result of having tendered Company stock shall be held, and any
cash received be invested in short-term investments, pending further
action the trustee may be required or directed to take, including
elections by participants to transfer such amounts to another fund.
Effective September 30, 1996, any such funds remaining in the MDT
Stock Fund shall be transferred to the Asset Management Fund II, and
any election by a participant that contributions be invested in the
MDT Stock Fund shall be deemed an election to invest in the Asset
Management Fund II.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MDT CORPORATION
By:/s/ Lars-Peter Harbing
Lars-Peter Harbing
President
Date: September 10, 1996
