UNITED STATES
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): February 20, 1998
Lukens Medical Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-11109 22-2429965
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
3820 Academy Parkway North, NE, Albuquerque, New Mexico 87109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 342-9638
(Former name or former address, if changed since last report)
Exhibit Index on Sequentially Numbered Page 4
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
Registrant's press release dated February 20, 1998 is filed herewith as
exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
20. Press release of Registrant dated February 20, 1998.
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<PAGE>
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.
LUKENS MEDICAL CORPORATION
(Registrant)
By: /s/ Robert S. Huffstodt
------------------------------
Robert S. Huffstodt, President
and Chief Executive Officer
Dated: March 2, 1998
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<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
20. Press release of registrant dated
February 20, 1998. 5
4
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Robert S. Huffstodt
LUKENS MEDICAL ANNOUNCES
ACQUISITION NEGOTIATIONS
ALBUQUERQUE, NM, February 20, 1998 -- Lukens Medical Corporation (NASDAQ-LUKN)
today announced that it is currently negotiating the sale of the Company to an
unnamed third party. The proposal most recently received by the Company
contemplates a merger pursuant to which existing shareholders of Lukens would
receive approximately $4.00 in cash for each share of Lukens Common Stock. No
definitive terms have as yet been agreed upon and the proposal is, and any other
matters are subject to further review by both boards, the completion of due
diligence reviews and the negotiation and execution of definitive agreements. No
assurance can be given that the current negotiations will result in any
transaction or as to the ultimate terms or timing of any such transaction.
Lukens Medical Corporation, with headquarters in Albuquerque, New Mexico, is a
medical device company addressing global markets in sutures, diagnostics, and
other disposable products. Lukens has approximately three million common shares
outstanding.
"Safe Harbor" Statement under the private Securities Litigation Reform Act of
1995: The statements which are not historical facts contained in this release
are forward looking statements that involve risks and uncertainties, including,
but not limited to, the ability of the Company to continue to obtain financing
for its activities, the effect of economic conditions both domestically and
internationally, the impact of competition, the ability of joint venture
partners and distributors to sell the Company's products, changes in customer
preferences and trends and other risks detailed in the Company's Securities and
Exchange Commission filings.
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