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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) OCTOBER 3, 2000
INNERDYNE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19707 87-0431168
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
1244 REAMWOOD AVENUE, SUNNYVALE, CALIFORNIA 94089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 745-6010
N/A
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(Former name or former address if changed since last report)
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ITEM 5. CHANGES IN CONTROL OF REGISTRANT
On October 4, 2000, the Registrant issued a joint press release with
Tyco International Ltd. ("Tyco") announcing it signed an Agreement and Plan of
Merger, dated October 3, 2000, by and among Tyco, Tyco Acquisition Corp. X
("Parent"), a wholly owned subsidiary of Tyco, VLMS, Inc. ("Merger Sub"), a
wholly owned subsidiary of Parent and Registrant (attached hereto as Exhibit
2.1), pursuant to which (i) Parent will commence an exchange offer for all of
the issued and outstanding shares of Registrant common stock, and (ii) Merger
Sub will merge with and into Registrant and Registrant will become a wholly
owned subsidiary of Tyco. The exchange and the merger are subject to customary
closing conditions, including the termination or expiration of a waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. The information
contained in the agreement and plan of merger is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
2.1 Agreement and Plan of Merger by and among Tyco International Ltd., Tyco
Acquisition Corp. X, VLMS, Inc. and InnerDyne, Inc.
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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 hereunto duly authorized.
Dated: October 13, 2000 INNERDYNE, INC.
By: /s/ William G. Mavity
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Name: William G. Mavity
Title: Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
2.1 Agreement and Plan of Merger by and among Tyco International Ltd., Tyco
Acquisition Corp. X, VLMS, Inc. and InnerDyne, Inc.
</TABLE>
