As filed with the Securities and Exchange Commission on June 3, 1997
Commission File No: 1-10207
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Application For Withdrawal From Listing
of Securities Pursuant to Section 12(d) of
the Securities Act of 1934 and
Rule 12d2-2(d)
ALARIS Medical, Inc.
Delaware 13-3492624
(State of Incorporation or Organization) (I.R.S. Employer I.D. No.)
10221 Wateridge Circle, San Diego CA 92121
(Address of Principal Executive Offices) (Zip Code)
Securities to be Withdrawn
Pursuant to Section 12(d) of the Act:
Title of each class Name of Exchange on which
to be withdrawn class is to be withdrawn
Common Stock American Stock Exchange
$.01 par value per share
<PAGE>
ALARIS Medical, Inc., a Delaware corporation (the "Company"), hereby
makes application pursuant to Section 12(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12d-2(d) promulgated thereunder to
withdraw its common stock, $.01 par value (the "Common Stock"), from listing
and registration on the American Stock Exchange. At the present time, the
Company has 75,000,000 shares $.01 par value, of Common Stock authorized for
listing on the American Stock Exchange (CUSIP No.: 011637 10 5).
The Board of Directors of the Company (the "Committee") unanimously approved
resolutions on February 27, 1997 to withdraw the Company's Common Stock from
listing on the American Stock Exchange ("AMEX") and, instead, list such
Common Stock on the National Association of Securities Dealers Automated
Quotations National Market System ("Nasdaq/NMS"). The listing of the Common
Stock on the Nasdaq/NMS will be more beneficial to its stockholders than the
present listing on the American Stock Exchange because since the November
1996 acquisition of IVAC Medical Systems, Inc. and its merger with the
Company's wholly-owned subsidiary IMED Corporation, the Company has embarked
on a new strategic direction. The Company desires to be perceived as a high
tech, high growth stock and it believes that the Nasdaq/NMS provides a more
compatible marketplace to achieve such goals and thereby increase stockholder
value.
The Company has complied with the rules of AMEX by notifying the AMEX of its
intention to withdraw its Common Stock from listing on the Exchange by letter
dated May 27, 1997. A copy of the letter is attached hereto. AMEX replied
by letter dated June 3, 1997, a copy of which is attached hereto, advising
that while they disagreed with the reasons advanced in support of the
decision to delist, AMEX would not interpose any objection to such action,
nor require the Company to send common stockholders any statement with
respect thereto. By reason of Section 12(h) of the Exchange Act and the
rules and regulations thereunder, the Company shall continue to be obligated
to file reports under Section 13 of the Exchange Act with the Securities and
Exchange Commission.
The Company hereby requests that the Commission's order granting this
application be effective June 10, 1997. In consideration of the above, the
Company hereby requests that the Commission issues an order in accordance
with Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(d)
promulgated thereunder, permitting the Company to withdraw its shares of
Common Stock from listing on the American Stock Exchange.
Dated: June 3, 1997
By: /s/ William J. Mercer
William J. Mercer, President
</PAGE>
<PAGE>
ALARIS Medical Systems, Inc.
Corporate Office
10221 Wateridge Circle
San Diego, CA 921121-2733
(619) 458-7000
Fax (619) 458-7760
ALARIS
MEDICAL SYSTEMS
May 27, 1997
Mr. Charles Stevens, Director, Continued Listing Analysis
American Stock Exchange
86 Trinity Place
New York, NY 10006-1881
Dear Mr. Stevens:
With this letter, I wish to inform you that ALARIS Medical, Inc. (previously
known as Advanced Medical, Inc., AMA) intends to delist its common stock
(ticker symbol AMA) from the American Stock Exchange and initiate trading in
that stock on the NASDAQ National Market System. Our goal is to commence
trading on the NASDAQ as of June 10, 1997. We have not yet finalized a
decision regarding the bonds that are currently listed on the Amex (AMA A).
Enclosed is a certified copy of the enacting resolution of the ALARIS Medical
Board of Directors, along with a listing approval letter from NASDAQ.
As you know, AMA's stock has traded on the AMEX since its inception. During
this time, our shareholders have been well served by Doug McKenney, Manager,
Corporate Relations. Over the years, Doug has been knowledgeable, diligent
and responsive in executing his duties and responsibilities on behalf of
investors, the Company and the Exchange. The Company has enjoyed a positive
relationship with Doug and his associates, and our decision to delist bears no
reflection upon him or the AMEX in general.
We are delisting for several reasons. Since the November 1996 acquisition of
IVAC Medical Systems, Inc. and its merger with our wholly-owned subsidiary
IMED Corporation, we have embarked in a strategic direction very different
from that of the past. We have emerged a stronger, more competitive company,
eager to shed our old identity and gain recognition as a major global player
in advanced medical instruments and devices. Consistent with our desire to
be perceived as a high tech, high growth stock, we have elected to pursue
what we think is a more compatible marketplace on the NASDAQ NMS.
Additionally, during recent road show presentations, it was pointed out to me
repeatedly that trading on the NASDAQ with its market maker system would
afford us greater visibility to shareholders. For these reasons, I believe we
must delist from the AMEX in order to better serve our investors.
I ask that the AMEX not object to this delisting and request that you send me a
letter to that effect as soon as possible. Thank you for your consideration
in this matter.
Sincerely,
William J. Mercer
President and Chief Executive Officer
WJM:bhb
Enclosure
cc: Doug McKenney, Manager, Corporate Relations
American Stock Exchange
Barbara Burkett, Director, Corporate Communications
ALARIS Medical Systems, Inc.
86 Trinity Place
New York, New York 10006-1881
Tel.: 212 306-1482
Fax: 212 306-2045
Michael S. Emen
Senior Vice President & Counsel - Securities
Legal & Regulatory Policy Division
American June 3, 1997
Stock Exchange
Mr. William J. Mercer
President and Chief Executive Officer
ALARIS Medical, Inc.
10221 Wateridge Circle
Sand Diego, CA 92121-2733
Dear Mr. Mercer:
We have reviewed a copy of the resolution adopted by the Company's Board of
Directors on February 27, 1997 which authorizes the withdrawal of the
Company's Common Stock from listing and registration on the Exchange.
While we do not agree with the reasons for taking this action, we have
determined not to interpose an objection to the Company filing an
application with the Securities and Exchange Commission to remove the
issue from listing on the Amex or to require the Company to give its
shareholders prior notice of its intention to file such application.
As provided by SEC Rule 12d2-2, a copy of this application should be
forwarded to the attention of Charles Stevens at the Exchange.
Although the Amex intends to suspend trading in the issue concurrently
with the transfer to NASDAQ, the listing will not be terminated until
the Commission grants your application. In this regard, we would
appreciate being advised of the transfer date at least five days in
advance.
Should you have any further questions regarding this matter, please do
not hesitate to contact Mr. Charles Stevens at (212) 306-1480.
Very truly yours,
MSE/rg
AMEX
