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) JULY 25, 1996
MDT Corporation
(Exact name of Registrant as specified in its charter)
Delaware 87-0287585
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Stratford Hall
Suite 2001009 Slater Road
Durham, North Carolina
(Address of principal executive offices)
27703
(zip code)
(919) 941-9745
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
As previously reported, on July 25, 1996,
pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 12, 1996, by and among
Getinge Industrier AB ("Parent"), Getinge Acquisition
Corp., a wholly owned subsidiary of Parent (the
"Purchaser" and, together with Parent, "Getinge"), and
MDT Corporation (the "Company"), Getinge acquired
6,278,629 shares (the "Shares") of the Company's common
stock, par value $1.25 per share (the "Common Stock") at
the price of $5.50 per share in cash (the
"Acquisition"). The Acquisition constituted a change of
control of the Company.
On July 29, 1996, pursuant to the Merger
Agreement, the Purchaser was merged with and into the
Company. As a result of the Merger, the Company is an
indirect, wholly owned subsidiary of Parent. In the
Merger, holders of Common Stock other than Purchaser
received, in exchange for their shares, the right to
receive $5.50 in cash per share without interest. Under
applicable Delaware law, holders of shares of Common
Stock other than Purchaser also have the right to dissent
from the Merger and to seek an appraisal of and be paid
the fair cash value of their shares.
The Merger was financed entirely through
borrowings made under two credit facilities entered into
between the Parent and SE Banken on May 10, 1996 for
$40,000,000 and $50,000,000, respectively. The terms of
the credit facilities are filed herewith as Exhibits 99.2
and 99.3 and are incorporated herein by reference.
Subsequent to the Merger, the membership of the
Board of Directors of the Company was reconstituted to
consist of the following members: Carl Bennet, Chairman,
Harald Castler, Ulf Grunander, Lars-Peter Harbing, Ingmar
Johansson, and Johan Malmqvist. Also subsequent to the
Merger, Lars-Peter Harbing was appointed President of
the Company. The press release issued by Getinge on July
29, 1996 announcing the Acquisition and subsequent events
is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 6. RESIGNATIONS OF THE REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of
Merger, dated as of May
12, 1996, by and among
Getinge Industrier AB,
Getinge Acquisition Corp.
and MDT Corporation
(previously filed as
Exhibit 2.1 to the Annual
Report of the Company for
the year ended March 31,
1996, as filed on Form 10-K)
99.1 Press Release issued by
Getinge Industrier AB on
July 29, 1996
99.2 Commitment Letter, dated May 10,
1996, between Skandinaviska Enskilda
Banken and Purchaser, for $40,000,000
credit facility (previously filed as
Exhibit 99.2 to the Current Report on
Form 8-K as filed by the Company on
July 31, 1996)
99.3 Commitment Letter, dated May 10, 1996,
between Skandinaviska Enskilda Banken
and Purchaser, for $50,000,000 credit
facility (previously filed as Exhibit
99.3 to the Current Report on Form 8-K
as filed by the Company on July 31,
1996)
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
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.
MDT CORPORATION
By: /s/
___________________________________
Name: Lars-Peter Harbing
Title: President
Date: July 31, 1996
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of
Merger, dated as of May
12, 1996, by and among
Getinge Industrier AB,
Getinge Acquisition Corp.
and MDT Corporation
(previously filed as
Exhibit 2.1 to the Annual
Report of the Company for
the year ended March 31,
1996, as filed on Form 10-K)
99.1 Press Release issued by
Getinge Industrier AB on
July 25, 1996
99.2 Commitment Letter, dated May 10,
1996, between Skandinaviska Enskilda
Banken and Purchaser, for $40,000,000
credit facility (previously filed as
Exhibit 99.2 to the Current Report on
Form 8-K as filed by the Company on
July 31, 1996)
99.3 Commitment Letter, dated May 10,
1996, between Skandinaviska Enskilda
Banken and Purchaser, for $50,000,000
credit facility (previously filed as
Exhibit 99.3 to the Current Report on
Form 8-K as filed by the Company on
July 31, 1996)
Exhibit 99.1
PRESS RELEASE FOR IMMEDIATE RELEASE
Getinge, Sweden -- July 29, 1996 -- Getinge Industrier AB
(publ.), a Swedish company ("Getinge"), today announced
the completion of the merger of its subsidiary, Getinge
Acquisition Corp., into MDT Corporation. The merger,
which resulted in MDT Corporation becoming an indirect
wholly owned subsidiary of Getinge, was completed late
today.
Getinge also announced that the Board of Directors of MDT
Corporation now consists of the following persons: Carl
Bennet, Chairman, Harald Castler, Ulf Grunander, Lars-
Peter Harbing, Ingmar Johansson, and Johan Malmqvist.
Getinge further announced that the Board of Directors of
MDT Corporation appointed Lars-Peter Harbing as President
of MDT Corporation, replacing J. Miles Branagan.
Getinge further announced that the Board of Directors of
MDT Corporation has formed a Restructuring Committee to
formulate a restructuring plan for MDT Corporation.
Getinge, which operates in the field of medical
technology, develops, manufactures and markets equipment
and systems for sterilization and disinfection purposes
within the pharmaceutical industry and health care
sector. Getinge also develops, manufactures and markets
hygiene and patient handling systems for the care of
elderly and disabled people in the health care sector.
The Getinge group of companies is one of the world's
leaders within all of these sectors. Getinge is also a
distributor of equipment and consumables to the dental
sector in Scandinavia. Getinge has 66 subsidiaries and
17 factories in 22 countries and distributors in 100
countries.
For further information, please contact:
Carl Bennet, Managing Director, +44-35-15-55-00
Getinge Industrier (publ.)
