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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998
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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 6, 1998
INTERPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22958 95-3043318
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
181 TECHNOLOGY DRIVE 92718-2402
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(714) 453-3200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1998, pursuant to that certain Agreement and Plan of
Merger dated as of February 11, 1998 (the "Merger Agreement") by and among
Interpore International (the "Company"), Buckeye International, a wholly-owned
subsidiary of the Company ("Sub") and Cross Medical Products, Inc. ("Cross"),
Sub was merged with and into Cross such that Cross became a wholly-owned
subsidiary of the Company (the "Merger"). The Merger Agreement was filed
previously as Exhibit 2.1 to the Company's Current Report on Form 8-K dated
February 17, 1998.
Special meetings of the shareholders of the Company and Cross at
which the stockholders were asked, pursuant to a Joint Proxy
Statement/Prospectus contained within the Company's Form S-4 Registration
Statement (No. 333-49487) filed with the Securities and Exchange Commission on
April 6, 1998, to consider and vote upon, among other things, the Merger
Agreement were held on May 6, 1998. The shareholders of each of the Company and
Cross approved and adopted the Merger Agreement at their respective meetings.
Upon consummation of the Merger, each outstanding share of Common
Stock, par value $.01 per share, of Cross (the "Cross Common Stock") was
converted into the right to receive 1.275 shares of Common Stock, no par value
per share, of the Company (the "Company Common Stock"). It is expected that up
to 7,637,285 shares of Company Common Stock will be issued upon conversion of
outstanding shares of Cross Common Stock. The merger consideration was
determined based upon arms-length negotiations between the Company and Cross.
In addition, on May 7, 1998, the Company issued a press release
announcing the consummation of the Merger, which press release is filed as
Exhibit 99.2 hereto.
ITEM 5. OTHER EVENTS
On May 6, 1998, the shareholders of Interpore International, a
California corporation ("Interpore California") and predecessor of Interpore
International, Inc., a Delaware Corporation (the "Registrant"), approved a
change of the Registrant's state of incorporation from the State of California
to the State of Delaware. The reincorporation was effected by a merger of
Interpore California with and into Registrant on May 6, 1998. Registrant, a
Delaware corporation, was organized solely for the purpose of effecting the
reincorporation and is the surviving corporation in the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Cross Medical Products, Inc. (Business
Acquired).
The financial statements of Cross are incorporated by reference
to the Cross financial statements included in the Company's Registration
Statement on Form S-4 filed on April 6, 1998 (File No. 333-49487).
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(b) Pro Forma Financial Information.
The required pro forma financial information is incorporated by
reference to the section entitled "Unaudited Pro Forma Condensed Combining
Financial Statements" in the Company's Registration Statement on Form S-4 filed
on April 6, 1998 (File No. 333-49487).
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by
and among Interpore International, Buckeye International and
Cross Medical Products, Inc. (incorporated by reference from the
Company's Current Report on Form 8-K, filed February 17, 1998).
2.2 Agreement and Plan of Merger, dated as of March 26, 1998, by and
between Interpore International and Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.1 Certificate of Incorporation of Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.2 Bylaws of Interpore Delaware, Inc. (incorporated by reference to
the Company's Registration Statement on Form S-4, filed April 6,
1998).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International (incorporated by reference to the Company's
Current Report on Form 8-K, filed February 17, 1998).
99.2 Press Release, dated May 7, 1998, issued by Interpore
International, 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.
INTERPORE INTERNATIONAL, INC.
By: /S/ DAVID C. MERCER
Name: David C. Mercer
Title: President and Chief Executive Officer
Dated: May 12, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by
and among Interpore International, Buckeye International and
Cross Medical Products, Inc. (incorporated by reference from the
Company's Current Report on Form 8-K, filed February 17, 1998).
2.2 Agreement and Plan of Merger, dated as of March 26, 1998, by and
between Interpore International and Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.1 Certificate of Incorporation of Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.2 Bylaws of Interpore Delaware, Inc. (incorporated by reference to
the Company's Registration Statement on Form S-4, filed April 6,
1998).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International (incorporated by reference from the Company's
Current Report on Form 8-K, filed February 17, 1998).
99.2 Press Release, dated May 7, 1998, issued by Interpore
International, Inc.
</TABLE>
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K of Interpore
International, Inc. of our report dated February 4, 1998, on our audits of the
financial statements of Cross Medical Products, Inc, which report appears in the
Registration Statement on Form S-4 of Interpore International dated April 6,
1998.
/s/ Coopers & Lybrand L.L.P.
Columbus, Ohio
May 12, 1998
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contact: Richard Harrison Rob Whetstone
Vice President - Finance Pondel Parsons & Wilkinson
(949) 453-3200 (310) 207-9300
INTERPORE INTERNATIONAL AND CROSS MEDICAL PRODUCTS
COMPLETE MERGER TRANSACTION
IRVINE, Calif. -- May 7, 1998 -- Interpore International (Nasdaq NM: BONZ) and
Cross Medical Products (Nasdaq: CRSS) today announced the completion of their
previously announced merger, creating a combined medical device company offering
an expanded range of products to orthopaedic and neurosurgeons. Stockholders of
both companies overwhelmingly approved the merger transaction yesterday. The
company intends to operate under the name Interpore Cross International.
Pursuant to the merger agreement, a wholly-owned subsidiary of Interpore has
been merged with and into Cross, with Cross becoming a wholly-owned subsidiary
of Interpore. As a result of the merger, each share of Cross common stock has
been converted into the right to receive 1.275 shares of Interpore common stock.
David C. Mercer, Chairman and Chief Executive Officer of Interpore, said,
"Nearly three months after we announced our intention to merge, we are more
convinced than ever that this merger is an excellent fit for both companies. The
complementary strengths of each partner's product portfolio and the critical
mass achieved by the combination should bring greater value to all of our
shareholders."
Mercer added, "Our combined product portfolio of synthetic bone graft materials
and spinal implant systems is ideally positioned to benefit our customers,
shareholders and employees through cross-selling of our products, as well as
through synergies which we expect to realize from the combination of our
respective operations."
Joseph A. Mussey, the new President and Chief Operating Officer of Interpore,
said, "Because our companies shared a common vision and similar culture, we have
been able to move swiftly in integrating our organizations. We are currently
implementing programs to achieve cost savings in our newly combined corporate
support functions and distribution channels. The merger provides the combined
company with a critical mass which should enhance our growth potential in the
rapidly consolidating medical device industry."
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Genesis Merchant Group Securities, L.L.C. served as financial advisor to
Interpore and Piper Jaffray Inc. served as financial advisor to Cross Medical in
connection with the merger.
Interpore also announced that, immediately prior to the Interpore/Cross merger,
Interpore completed its reincorporation from California to Delaware.
The combined company, Interpore Cross International (Nasdaq NM: BONZ), based in
Irvine, is a medical device company specializing in the development, manufacture
and marketing of synthetic bone and tissue products for use in the orthopaedic,
oral/maxillofacial and ophthalmic markets and the worldwide supply of spinal
implant devices used to treat degenerative conditions and deformities of the
spine.
Certain statements in this release are forward-looking and may involve risk and
uncertainties, including, but not limited to: risks that anticipated synergies
from the merger will not be realized; risks that the two companies cannot be
successfully integrated; product demand and market acceptance risks; the
development of future products; successful completion of clinical studies;
regulatory approval of new products; and the impact of competitive products.
Additional information on factors that could affect the company's financial
results and growth prospects is disclosed in the company's reports filed from
time to time with the Securities and Exchange Commission.
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