CONMED CORP
8-K, 1995-10-20
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
- --------------------------------------------------------------------------------



                                    FORM 8-K

                    PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) October 18, 1995

                               CONMED CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          New York                        0-16093               16-0977505
- -------------------------------         ------------        --------------------
(State or other jurisdiction of         (Commission         (I.R.S. Employer
incorporation or organization)          File Number)         Identification No.)


   310 Broad Street, Utica, New York                                 13501
- ----------------------------------------                           ---------
(Address of principal executive offices)                           (Zip Code)


                                 (315) 797-8375
              ---------------------------------------------------
              (Registrant's telephone number, including area code)
<PAGE>
Item 5.           Other Events

                  On October 18, 1995, the Registrant  issued the attached press
release relative to the acquisition of a business and certain assets.



Item 7.           Financial Statements and Exhibits

                  (c)   Exhibits

                        1.  Press release dated October 18, 1995
<PAGE>
                                   Signature


         Pursuant to the  requirements  of Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                CONMED CORPORATION

                                                /s/ Robert D. Shallish, Jr.

                                                 By: Robert D. Shallish, Jr.
                                                     Vice President-Finance



Dated: October 20, 1995
<PAGE>
October 18, 1995

FOR RELEASE:  6:00 PM EDT OCTOBER 18, 1995

CONTACT: ROBERT D. SHALLISH, JR.
                  (315)797-8375  EXT. 2219

                        CONMED CORPORATION WILL ACQUIRE
                        NEW DIMENSIONS IN MEDICINE, INC.

         Utica, New York - CONMED  Corporation  (NASDAQ:CNMD) and New Dimensions
in  Medicine,  Inc.  (NASDAQ/OTC:NDIM)  have  announced  the signing of an asset
purchase  agreement  in  which  CONMED  will  acquire  substantially  all of the
business and assets of NDM except for NDM's  international  wound care business,
for a cash purchase  price of  approximately  $32,000,000.  The  transaction  is
subject to standard governmental  approvals and the approval of the shareholders
of NDM.  Subject to receiving  such  approvals,  the parties expect to close the
transaction in late 1995 or early 1996.

         NDM  is  a  developer  and  manufacturer  of  electrocardiograph  (ECG)
monitoring  electrodes,  electrosurgical  products and hydrogel wound dressings.
Annual  sales  of NDM  products  to be  sold by  CONMED  after  the  acquisition
approximate $28,000,000.

         Mr. Eugene R. Corasanti,  Chairman and President of CONMED said "We are
extremely  pleased to acquire  the NDM ECG and  electrosurgery  products as they
complement our own products in these markets.  We are also excited about the NDM
wound care  business as it represents a new group of products for our Company to
market."

         Mr. William F. Shea, Chairman and President of NDM said "We are pleased
to  announce  the  sale  of our  business  to  CONMED.  We have  terminated  our
previously  announced  discussions with Tyco  International  for the sale of our
business because we believe the CONMED  transaction will result in significantly
higher value to NDM's  shareholders.  NDM estimates  that the net proceeds to be
distributed to its shareholders  from the CONMED  transaction and the previously
announced sale of NDM's  international wound care business to another buyer will
be  approximately   $5.00  per  share  subject  to  change  depending  upon  the
disposition of excluded assets and liabilities."

         CONMED is a manufacturer and world-wide  distributor of electrosurgery,
heart monitoring and other medical products used primarily in hospital operating
rooms and other critical care areas.


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