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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) February 9, 1998
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I-FLOW CORPORATION
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(Exact name of registrant as specified in charter)
California 0-18338 33-0121984
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Id. No.)
20202 Windrow Drive, Lake Forest, California 92630
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 206-2700
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N/A
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(Former name / former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On February 9, 1998, I-Flow Corporation, a California corporation (the
"Registrant") entered into an Agreement and Plan of Merger (the "Agreement") by
and among the Registrant, I-Flow Subsidiary, Inc., a California corporation, and
a wholly owned subsidiary of the Registrant ("I-FlowSub"), InfuSystems II, Inc.,
a Michigan corporation ("InfuSystems"), Venture Medical, Inc., a Michigan
corporation ("VMI") and the shareholders of InfuSystems and VMI, contemplating
the merger of InfuSystems and VMI with and into I-FlowSub. Pursuant to the
Agreement, VMI and InfuSystems were merged with and into I-FlowSub (the
"Merger") effective as of February 11, 1998 (the "Effective Time").
In the Merger, all of the outstanding shares of common stock of VMI and
InfuSystems were exchanged for shares of common stock of the Registrant. The
aggregate number of shares of common stock of the Registrant issued in the
Merger to the shareholders of VMI and InfuSystems was 972,372 shares, valued at
approximately $2.9 million (subject to certain post-effective adjustments). As
contemplated by the Agreement, shares of common stock of the Registrant issued
in the Merger valued at $1.5 million (the "Escrowed Shares") were withheld by
the Registrant and were delivered to U.S. Trust Company of California, N.A., as
escrow agent, to be deposited in escrow. The Escrowed Shares, or cash equal to
the closing value of the Escrowed Shares, will be held for a period of two years
from the Effective Time during which time they will be subject to claims by the
Registrant and I-FlowSub to satisfy the obligations of InfuSystems, VMI and the
shareholders of InfuSystems and VMI under the Agreement (subject to the possible
earlier release of a portion of the Escrowed Shares in connection with
collection by I-FlowSub of certain accounts receivable). At each of the six
month, one year, eighteen month and two year anniversary of the closing, if the
value of the Registrant's common stock at such time is less than the value of
the Registrant's common stock as of the closing ($2.98 per share), then the
Registrant will be obligated to pay additional amounts as merger consideration.
The additional amounts, if any, will be calculated pursuant to the formula set
forth in Section 1.6(a)(ii) of the Agreement. At the Registrant's election, the
Registrant may pay such additional merger consideration, if any, by the issuance
of additional shares of the Registrant's common stock, in cash, or any
combination thereof.
In accordance with the terms of the Agreement, 59,395 shares of the Registrant's
common stock were issued to Amherst Capital Partners, L.L.C. ("Amherst"),
investment banker for InfuSystems and VMI, as payment of Amherst's fees and
expenses in connection with the Merger. In addition, in accordance with the
terms of the Agreement, the Registrant paid $50,000 to Cohen & Ellias, P.C.,
counsel for VMI and InfuSystems, as partial payment of the fees and expenses of
Cohen & Ellias, P.C. incurred in connection with the Merger.
The amount of consideration paid in the Merger was determined through
negotiations between the parties. The terms of the Merger were approved by the
Boards of Directors
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and shareholders of I-FlowSub, InfuSystems and VMI and by the Board of Directors
of the Registrant.
There is no material relationship between InfuSystems, VMI and the Registrant or
any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer. Steven E. Watkins, former president
of VMI and InfuSystems, has been appointed president of I-FlowSub and has
entered into an employment agreement with I-FlowSub.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required Financial Statements of
InfuSystems and VMI prepared pursuant to Regulation S-X, including a
manually-signed accountants' report, at the time of filing this report on
Form 8-K. The Financial Statements will be filed as an amendment to this
Form 8-K as soon as practicable, but not later than 60 days after the date
by which this report must be filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial information
at the time of the filing of this report on Form 8-K. The pro forma
financial information will be filed as an amendment to this Form 8-K as soon
as practicable, but not later than 60 days after the date by which this
report must be filed.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
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<C> <S>
2.1 Agreement and Plan of Merger by and among I-Flow Corporation,
I-Flow Subsidiary, Inc., Venture Medical, Inc., and InfuSystems
II, Inc. and the Shareholders of Venture Medical, Inc. and
InfuSystems II, Inc.
</TABLE>
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SIGNATURE
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.
I-FLOW CORPORATION
Date: February 18, 1998 By: /s/ Donald M. Earhart
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Donald M. Earhart
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2.1* Agreement and Plan of Merger by and among I-Flow Corporation,
I-Flow Subsidiary, Inc., Venture Medical, Inc., and InfuSystems
II, Inc. and the Shareholders of Venture Medical, Inc. and
InfuSystems II, Inc.
</TABLE>
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*Exhibit 2.1 contains a list of the schedules and exhibits to such document.
I-Flow Corporation agrees to furnish a supplementary copy of any omitted
schedule or exhibit to the Securities and Exchange Commission upon request.
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