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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
November 27, 1996 (November 26, 1996)
(Date of Report (Date of earliest event reported))
ADVANCED MEDICAL, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
33-26398
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(Commission File Number)
13-3492624
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(IRS Employer Identification No.)
9775 Businesspark Avenue
San Diego, CA 92131
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(Address of principal executive officers)
(619) 566-0426
(Registrant's telephone number, including area code)
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ITEM 5. OTHER ITEMS
Filed herewith is the Press Release dated November 26, 1996 announcing
the merger of IMED Corporation which is a wholly-owned subsidiary of the
Registrant, with IVAC Holdings, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit 1 Press Release dated November 26, 1996.
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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 thereunto duly authorized.
ADVANCED MEDICAL, INC.
(Registrant)
Date: November 27, 1996 By: /s/ Joseph W. Kuhn
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Joseph W. Kuhn
Executive Vice President
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EXHIBIT INDEX
Exhibit Material to be Filed Page
Number as Exhibits Number
Exhibit 1 Press Release dated August
26, 1996.
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News RE:
Bulletin ADVANCED MEDICAL, INC.
9775 Businesspark Avenue
From: San Diego, CA 92131
FRB (619) 566-9000 x2283
TRADED: ASE: AMA
The Financial Relations Board, Inc.
FOR FURTHER INFORMATION:
AT THE COMPANIES:
William Mercer Joseph Kuhn Moira Colon/Kathy Virginia
President and CEO EVP and CFO Brunson Rybski/Jolen
(619) 458-7551 (619) 566-0192 Investor Schultz
Relations Contact Business/Trade
Financial Contract
Relations Board Stoorza Ziegsus &
(310) 442-0599 Metzger
(619) 236-1332 x244
FOR IMMEDIATE RELEASE
NOVEMBER 26, 1996
ADVANCED MEDICAL'S IMED AND IVAC COMPLETE $400 MILLION MERGER
SAN DIEGO, CA, NOVEMBER 26, 1996 - Advanced Medical, Inc. (ASE: AMA)
and IVAC Medical Systems, Inc. (IVAC) today announced the completion of
the merger between IVAC and Advanced Medical's wholly-owned subsidiary,
IMED Corporation (IMED). The merger will create a global leader in
intravenous infusion therapy products. The combined company will be
renamed at a later date.
"Our strategic intent is to become the global leader in advanced
medical instruments and devices," William J. Mercer, President and CEO,
said. "The brand equity brought about by this combination is unsurpassed
in our served markets throughout the world. We will strive to continue to
offer high quality products and services that will build on our tradition
of value and technological excellence for our customers."
The combined company, which recorded more than $350 million in
revenues in 1995, will provide opportunities for significant economies of
scale and numerous manufacturing synergies. Addition benefits may include
a broad product portfolio, expanded customer bases, greater
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purchasing power, improved cross-selling opportunities and enhancement of
financial strength. Advanced Medical expects a one-time charge against
earnings in the fourth quarter in 1995 in order to complete the merger of
the two companies.
FINANCIAL STRUCTURE
The acquisition price of approximately $400 million was paid in cash
and, together with related transactions, was financed through a $250
million bank credit facility, $200 million of subordinated notes, and $77.5
million of common equity from Advanced Medical's chairman and principal
stockholder, Jeffry M. Picower.
Also today, Advanced Medical announced that it would redeem all of its
outstanding 15% debentures due 1999 on December 18, 1996, for an amount
(including redemption premiums) of 110% of principal amount plus accrued
interest. In addition, IVAC announced the results of its offer to purchase
all of its outstanding 9 1/4% senior notes. All of the outstanding notes
were tendered in the tender offer. IVAC has given notice to the depository
for the tender offer that all of the notes were accepted for payment.
MANAGEMENT
Management consultants A.T. Kearney have been retained to guide the
integration process of the two companies and the development of the new
organization's operating structure. Leadership for the combined company
has been selected from both organizations and is now in place.
As previously announced, William J. Mercer, IVAC President and Chief
Executive Officer (CEO), will become the President and CEO of the combined
company, and Joseph W. Kuhn, Advanced Medical and IMED President, will
become the Executive Vice President and Chief Financial Officer.
The combined company's senior management team is summarized below:
New Position Previous Position
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William J. Mercer President and Chief IVAC, President and Chief
Executive Officer Executive Officer
Joseph W. Kuhn Executive Vice President IMED, President
and Chief Financial
Officer
John de Groot VP and General Counsel IVAC, VP and General Counsel
Sally Grigoriev VP, Quality and IVAC, VP of Quality and
Regulatory Affairs Regulatory Affairs
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New Position Previous Position
------------ -----------------
Richard Mirando VP, Operations IVAC, VP and General Manager of
Europe, Africa, and the Middle
East
L. James Runchey VP, Operations IVAC, VP of Human Resources
Richard Salzar VP, Southeast Asian and IMED, VP of International Sales
Latin American Sales
Anthony B. Semedo VP, Research and IVAC, VP of Research and
Development Development
Jake St. Philip VP, Sales, Americas IVAC, VP of Sales Americas
Kevin Whiteley VP, Marketing IMED, VP of Marketing
Concurrent with Richard Mirando's move to San Diego to head Operations, the
company has a search under way for Vice President and General Manager of
European, African and Middle Eastern operations.
Advanced Medical, Inc. through its IMED Corporation subsidiary, is one of
the largest developers and manufacturers of intravenous infusion pumps and
proprietary disposable products in the United States, and has sales in 38
foreign countries. Advanced Medical reported 1995 sales of more than $112
million and income from operations of more than $14.7 million. IVAC,
founded in 1968, is a leading provider of infusion systems and related
technologies in the health care industry. IVAC's principal line of
business is the design, manufacture and marketing of intravenous infusion
therapy products, vital signs instruments, and related disposables. IVAC's
products are distributed in more than 120 countries worldwide. IVAC
reported 1995 sales of approximately $241 million.
Statements in this news release which are not historical facts, including
statements about expectations regarding the financial results of the
combined company following the merger, are forward-looking statements that
involve risks and uncertainties. Risk factors, including without
limitation changes in the market and competition, are detailed in the
Securities and Exchange Commission filings of Advanced Medical and IVAC,
particularly their respective Form 10-K filings for the year ended December
31, 1995.
