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
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.
In the Acquisition, Getinge paid approximately
$34,532,460 as consideration for the Shares. The Shares
represent approximately 92.7%, of the total outstanding
shares of Common Stock. The Acquisition was made based
on the terms of the Offer to Purchase, first made by
Getinge on May 17, 1996, and which expired on July 25,
1996, from various stockholders of the Company. The
press release issued by Getinge on July 25, 1996
announcing the Acquisition is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
The Acquisition was financed enirely through
borrowings totaling approximately $34,532,460 made under
two credit facilities entered into between the Parent and
SE Banken AB 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.
Pursuant to the terms of the Merger Agreement,
Parent is entitled to designate for appointment or
election to the Board of Directors of the Company, upon
written notice to the Board of Directors of the Company,
such number of Directors, rounded up to the next whole
number, such that the percentage of its designees on the
Board shall equal the percentage of the outstanding
Shares beneficially owned by Getinge. Parent expects
that such representation will permit Parent to exert
substantial influence over the Company's conduct of its
business and operations.
The Merger Agreement is filed herewith as
Exhibit 2.1 and is incorporated herein by reference. The
foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety
by reference to the provisions of such agreement.
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
Not Applicable
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 25, 1996
99.2 Commitment Letter, dated
May 10, 1996, between Skandinaviska
Enskilda Banken and Purchaser, for
$40,000,000 credit facility
99.3 Commitment Letter, dated May 10,
1996, between Skandinaviska Enskilda
Banken and Purchaser, for $50,000,000
credit facility
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: J. Miles Branagan
Title: President
Date: July 29, 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
99.3 Commitment Letter, dated May 10,
1996, between Skandinaviska Enskilda
Banken and Purchaser, for $50,000,000
credit facility
Exhibit 99.1
PRESS RELEASE FOR IMMEDIATE RELEASE
Getinge, Sweden -- July 25, 1996 -- Getinge
Acquisition Corp., an indirect wholly-owned subsidiary of
Getinge Industrier AB (publ), a Swedish corporation
("Getinge"), today announced the completion of its tender
offer (the "Tender Offer") for all outstanding shares of
Common Stock (including the associated Common Stock
Purchase Rights) of MDT Corporation, a Delaware
corporation (NASDAQ: MDTC) at a price of $5.50 per share.
In the Tender Offer, which expired at 5:00 p.m., New
York City time, on July 25, 1996, 6,278,629 shares
(including 141,000 shares tendered pursuant to guarantees
of delivery), representing approximately 92.7% of the
total number of outstanding shares of MDT common stock,
were tendered and accepted for payment.
As previously announced, the remaining shares of MDT
common stock are to be converted into the right to
receive $5.50 per share in cash as part of the merger of
Getinge Acquisition Corp. into MDT. Subsequent to and as
a result of the merger, MDT will be an indirect wholly-
owned subsidiary of Getinge.
Getinge also announced plans to appoint Lars-Peter
Harbing as President of MDT and successor to J. Miles
Branagan.
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, +46-35-15-55-00
Getinge Industrier AB (publ)
Exhibit 99.2
[S*E*BANKEN LETTERHEAD]
Getinge Industrier AB 1996-05-10
Box 69
310 44 Getinge
Sweden
RE: COMMITMENT LETTER
Dear Sirs,
We have been advised that you ("the Borrower") plan to
enter into an agreement to acquire MDT Corporation
pursuant to which, among other things, you will make a
tender offer ("the Offer") to acquire outstanding shares
of MDT Corporation and subsequently consummate a merger
through which MDT Corporation will become a subsidiary of
you ("the Transaction").
You have advised us that you may require up to USD
40.000.000 in credit facilities ("the Facility"). The
Facility would be used to finance MDT Corporations
general working capital requirements.
A summary of certain preliminary terms and conditions of
the Facility is attached hereto as Annex A.
We are pleased to confirm that we hereby commit ourselves
to provide the entire Facility on the terms and
conditions agreed upon. All aspects of the Facility
shall be in form and substance reasonably satisfactory to
us.
If you are in agreement with the foregoing, please
promptly sign and return to us the two enclosed copies of
this letter. This letter supersedes all prior agreements
with respect to the matters set forth herein. This
letter may be executed in two copies, one of which is
delivered to you and us respectively. Each of the two
copies when executed and delivered shall be an original,
but all of which shall together constitute one and the
same instrument.
Our commitment in this letter is conditioned by your
acquisition of MDT Corporation in accordance with the
Offer.
Yours sincerely
Skandinaviska Enskilda Banken AB (publ.)
Agreed to and Accepted this
1996-05-10
Getinge Industrier AB
SUMMARY TERMS & CONDITIONS
Term Loan Facility
Borrower: Getinge Industrier AB
Lender: Skandinaviska Enskilda Banken AB (Publ.)
Facility: Up to USD 40.000.000 facility
Security: Negative Pledge and Financial Covenants
Final Maturity: 12 months after drawdown
Interest Rate: The Interest Rate shall be LIBOR +
0.03% per annum
Commitment Fee: SEK 50.000
Governing Law: Swedish
Exhibit 99.3
[S*E*BANKEN LETTERHEAD]
Getinge Industrier AB 1996-05-10
Box 69
310 44 Getinge
Sweden
RE: COMMITMENT LETTER
Dear Sirs,
We have been advised that you ("the Borrower") plan to
enter into an agreement to acquire MDT Corporation
pursuant to which, among other things, you will make a
tender offer ("the Offer") to acquire outstanding shares
of MDT Corporation and subsequently consummate a merger
through which MDT Corporation will become a subsidiary of
you ("the Transaction").
You have advised us that you may require up to USD
50.000.000 in credit facilities ("the Facility") in
connection with the Transaction. The Facility would be
used to finance the Offer and to pay related fees and
expenses.
A summary of certain preliminary terms and conditions of
the Facility is attached hereto as Annex A.
We are pleased to confirm that we hereby commit ourselves
to provide the entire Facility on the terms and
conditions agreed upon. All aspects of the Facility and
the proposed Transaction including, without limitation,
the Offer shall be in form and substance reasonably
satisfactory to us.
If you are in agreement with the foregoing, please
promptly sign and return to us the two enclosed copies of
this letter. This letter supersedes all prior agreements
with respect to the matters set forth herein. This
letter may be executed in two copies, one of which is
delivered to you and us respectively. Each of the two
copies when executed and delivered shall be an original,
but all of which shall together constitute one and the
same instrument.
Yours sincerely
Skandinaviska Enskilda Banken AB (publ.)
Agreed to and Accepted this
1996-05-10
Getinge Industrier AB
SUMMARY TERMS & CONDITIONS
Term Loan Facility
Borrower: Getinge Industrier AB
Lender: Skandinaviska Enskilda Banken AB (Publ.)
Facility: Up to USD 50.000.000 facility
Security: Negative Pledge and Financial Covenants
Final Maturity: 12 months after drawdown
Interest Rate: The Interest Rate shall be LIBOR +
0.03% per annum
Commitment Fee: SEK 100.000
Governing Law: Swedish
