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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 (Date of earliest event reported):
May 10, 1996
MDT Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-15308 87-0287585
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Stratford Hall, Suite 200
1009 Slater Road
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (919) 941-9745
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On May 10, 1996, MDT Corporation (the "Registrant") and Chemical Trust
Company of California amended the Registrant's Right's Agreement.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit 10.1 - Amendment to Rights Agreement, dated as of May 10,
1996, by and between Registrant and Chemical Trust
Company of California, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
MDT Corporation
(Registrant)
DATED: May 10, 1996 By: /s/ J. MILES BRANAGAN
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J. Miles Branagan
Chairman of the Board of Directors,
Chief Executive Officer and
President
S-1
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Exhibit Index
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10.1 Amendment to Rights Agreement
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EXHIBIT 10.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of May
10, 1996, is entered into by and between MDT Corporation, a Delaware Corporation
(the "Company"), and Chemical Trust Company of California (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into that
certain Rights Agreement, dated as of February 12, 1990 and amended as of August
1, 1992 (the "Rights Agreement");
WHEREAS, Pursuant to Section 26 of the Rights Agreement, prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights Agreement without the
approval of any holders of certificates representing shares of Common Stock of
the Company;
WHEREAS, the Company desires to amend the Rights Agreement to prevent
a tender offer (the "Offer") by Getinge Industrier A.B. ("Getinge") and a
subsequent merger (the "Merger") of the Company with Getinge Acquisition, Inc.
("GAI"), made pursuant to the Agreement and Plan of Merger, dated as of May 12,
1996, by and among the Company, Getinge and GAI (the "Agreement"), to result in
the occurrence of a Distribution Date, as such term is defined in the Rights
Agreement; and
WHEREAS, the Company desires to exempt Getinge and any of its
affiliates from the definition of "Acquiring Person" to the extent, but only to
the extent, they purchase shares of Common Stock of the Company pursuant to the
Offer, the Merger or the Agreement;
NOW THEREFORE, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO RIGHTS AGREEMENT. The Rights Agreement shall
be amended as follows:
A. Section 1 of the Rights Agreement is hereby amended by deleting
therefrom the definition of the term "Acquiring Person" and substituting
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therefor, the following:
"Acquiring Person" shall mean any Person who or which, alone or
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together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner (within the meaning of Section 1(b)) of a
Substantial Block of Voting Stock, but shall not include (i) an Exempt
Person, (ii) any Person who or which acquires a Substantial Block of
Voting Stock in connection with a transaction or series of
transactions approved by the Board of Directors in connection with a
transaction or series of transactions approved prior to such
transaction or transactions by the Board of Directors of the Company
or (iii) Getinge Industrier A.B. ("Getinge") and any of its affiliates
(collectively, the "Getinge Group");
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provided however that the exemption stated in clause (iii) hereof
shall only exist to the extent the Getinge Group becomes the
Beneficial Owner of shares of Common Stock pursuant to the Agreement
and Plan of Merger, by and between the Company, Getinge and Getinge
Acquisition, Inc. ("GAI"), dated as of May 12, 1996."
B. Section 3 of the Rights Agreement shall be amended by adding
thereto a new paragraph immediately following the first full paragraph thereof
which shall read in its entirety, as follows:
"Nothwithstanding the foregoing and any other statements in this
Rights Agreement to the contrary, a Distribution Date shall not occur
on the tenth Business Day after a Stock Acquisition Date or an Offer
Date, if, and only to the extent, such Stock Acquisition Date or such
Offer Date results from an Offer to purchase shares of Common Stock or
the Acquisition of shares of Common Stock by the Getinge Group in
connection with the Agreement and Plan of Merger by and between the
Company, Getinge and GAI, dated as of May 12, 1996."
C. A new Section 35 is added to the Rights Agreement which shall
read in its entirety, as follows:
"Section 35. Termination.
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This Agreement shall terminate upon the consummation of a merger
between the Company and any member of the Getinge Group, if, and only if, such
merger is consummated pursuant to the Agreement and Plan of Merger by and
between the Company, Getinge and GAI, dated as of May 12, 1996."
SECTION 2. COUNTERPARTS. This Amendment may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties hereto and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first written above.
MDT CORPORATION
By:/s/ J. Miles Branagan
Name: J. Miles Branagan
Title: President
CHEMICAL TRUST COMPANY OF CALIFORNIA
By:/s/ James Kirkland
Name: James Kirkland
Title: Assistant Vice President
