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 27, 1999
MAXXIM MEDICAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Texas 0-18208 76-0291634
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
10300 49th Street North
Clearwater, Florida 33762
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (727) 561-2100
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ITEM 5. OTHER EVENTS.
Fox Paine Medic Acquisition Corporation ("Fox Paine Maxxim") has received
financing commitments for $110.0 million of Senior Subordinated Discount Notes
due 2009 (the "Senior Subordinated Discount Notes") of Maxxim Medical Group,
Inc. (the "Issuer"), a newly formed Delaware corporation that will become a
wholly owned subsidiary of Maxxim Medical, Inc., a Texas corporation (the
"Company"), and related warrants to purchase shares of Company common stock, to
be issued in a private placement in connection with the proposed
recapitalization of the Company. Pursuant to an Agreement and Plan of Merger,
dated as of June 13, 1999, as amended, between Fox Paine Maxxim and the Company
(the "Merger Agreement"), the proposed recapitalization of the Company will
involve, among other transactions, (1) the sale to Circon Holdings Corporation
(formerly Fox Paine Citron Acquisition Corporation) ("Fox Paine Circon") of all
of the capital stock of Circon Corporation ("Circon"), an indirect wholly owned
subsidiary of the Company (the "Circon Sale"), which would be purchased for
$228.0 million in cash (reduced by any intercompany indebtedness owed by Circon
to its parent corporation immediately prior to the consummation of the Circon
Sale) and (2) the merger of Fox Paine Maxxim with and into the Company (the
"Merger"). The Merger, the Circon Sale and the related transactions and
financing arrangements provided for in the Merger Agreement are referred to
collectively as the "Recapitalization." Fox Paine Maxxim and Fox Paine Circon
are newly formed corporations that were formed by affiliates of Fox Paine &
Company, LLC ("Fox Paine") in connection with the Recapitalization.
Funding for the Recapitalization (including the pending tender offer by the
Company for any and all of its outstanding 10 1/2% Senior Subordinated Notes due
2006 (the "Tender Offer") and the refinancing of the Company's indebtedness
under its existing credit facilities) is expected to be obtained from the
following sources:
o $110.0 million from the issuance by the Issuer of the Senior
Subordinated Discount Notes and related warrants. The Senior
Subordinated Discount Notes and related warrants will not have been
registered for sale under the Securities Act of 1933, as amended (the
"Securities Act"), and will not be eligible for offer or sale in the
United States absent registration or an applicable exemption from
registration requirements;
o Up to $261.6 million from borrowings under new senior secured Term
Loan facilities (the "Term Loans") and a new $50.0 million senior
secured revolving credit facility (the "Revolving Credit Facility"
and, together with the Term Loans, the "New Credit Facilities") for
the Issuer committed by The Chase Manhattan Bank, Bankers Trust
Company, Merrill Lynch Capital Corporation, Canadian Imperial Bank of
Commerce and Credit Suisse First Boston. The Term Loans will consist
of (1) an $80.0 million Term Loan A Facility, (2) a $90.0 million Term
Loan B Facility and (3) a $90.0 million Term Loan C Facility. It is
currently expected that the Issuer will have $48.4 million of unused
borrowing capacity under the Revolving Credit Facility upon
consummation of the Recapitalization;
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o $50.0 million from senior unsecured discount notes and related
warrants to be issued by the Company in a private placement. The
senior unsecured discount notes and related warrants to be issued by
the Company will not have been registered for sale under the
Securities Act and will not be eligible for offer or sale in the
United States absent registration or an exemption from registration
requirements;
o $150.0 million from (1) the purchase by affiliates of Fox Paine
and certain institutional investors (collectively, the "Investors") of
shares of Fox Paine Maxxim common stock, which will be converted in
the Merger into shares of Company common stock, (2) shares of Company
common stock retained by a group of ten current Company shareholders,
including eight members of senior management of the Company (the
"Management Investors"), and (3) the sale of new shares of Company
common stock to the Management Investors; and
o $228.0 million from the Circon Sale.
The increase in the cash purchase price to be paid in the Circon Sale from
$208.0 million to $228.0 million will be funded with additional equity
contributed to Fox Paine Circon by the Investors.
This Current Report on Form 8-K updates certain information contained in
the offer to purchase and consent solicitation statement relating to the Tender
Offer.
Assuming the various conditions to the closing of the Recapitalization
transactions have been satisfied or waived, the Company currently expects to
consummate the Recapitalization transactions in mid-November 1999, although
there can be no assurance that the closing will not be later.
On October 27, 1999, the Company issued a press release announcing, among
other things, that the Company had extended the expiration date of the Tender
Offer, a copy of which press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
On November 3, 1999, the Company issued a press release announcing the
approval by its shareholders of the Agreement and Plan of Merger, dated as of
June 13, 1999, as amended, between Fox Paine Medic Acquisition Corporation
and the Company. A copy of the press release is attached hereto as Exhibit 99.2
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
99.1 Press release, dated October 27, 1999, issued by Maxxim Medical,
Inc.
99.2 Press release, dated November 3, 1999, issued by Maxxim Medical,
Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 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: November 9, 1999
MAXXIM MEDICAL, INC.
By: /s/ Alan S. Blazei
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Name: Alan S. Blazei
Title: Executive Vice President,
Treasurer and Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated October 27, 1999, issued by Maxxim Medical, Inc.
99.2 Press release, dated November 3, 1999, issued by Maxxim Medical, Inc.
FOR IMMEDIATE RELEASE
MAXXIM MEDICAL, INC. EXTENDS CASH TENDER OFFER FOR ITS
10 1/2% SENIOR SUBORDINATED NOTES DUE 2006 AND RESETS PRICE
CLEARWATER, FL, October 27, 1999 - Maxxim Medical, Inc. (NYSE: MAM) today
announced that it has extended the time and date of the expiration for its offer
to purchase for cash any and all of the $100 million aggregate principal amount
of its outstanding 10 1/2% Senior Subordinated Notes due 2006 to 12:01 a.m., New
York City time, on Wednesday, November 10, 1999 (the "Tender Offer Expiration
Date"), unless further extended. The tender offer had been scheduled to expire
at 12:01 a.m., New York City time, on Friday, October 29, 1999.
Maxxim also announced that it has set a new Price Determination Date of
October 27, 1999. Based upon an assumed payment date of November 10, 1999, the
consideration to be paid for each $1,000 principal amount of validly tendered
Notes not withdrawn (the "Tender Offer Consideration") would be (i) $1,092.15,
the present value of $1,052.50 (the redemption price payable on August 1, 2001
(the first date on which the Notes are redeemable)) determined on the basis of
the yield (the "Tender Offer Yield") to August 1, 2001 equal to the sum of (x)
5.94% (the yield on the 5 1/2% U.S. Treasury Note due July 31, 2001, as
calculated by Chase Securities Inc. in accordance with standard market practice,
based on the bid price for such security as of 2:00 p.m., New York City time, on
October 27, 1999 (the "Price Determination Date"), the tenth business day
immediately preceding the Tender Offer Expiration Date, as displayed on the
Bloomberg Government Pricing Monitor on "Page PX4") plus (y) 50 basis points,
plus (ii) the present value on the date on which the Notes are accepted for
payment (the "Payment Date") of each of the interest payments on the Notes
scheduled to be paid after the Payment Date up to and including August 1, 2001,
determined on the basis of the Tender Offer Yield, less accrued and unpaid
interest up to, but not including, the Payment Date, minus (iii) $20.00.
Tendering holders will also receive accrued and unpaid interest up to, but not
including, the Payment Date. In addition to the Tender Offer Consideration, the
Company will pay to each registered holder of the Notes who validly delivered a
consent on or prior to 5:00 p.m., New York City time, on October 15, 1999 (the
"Consent Expiration Date") an amount in cash equal to $20.00 for each $1,000
principal amount of the Notes for which consents were delivered and not validly
revoked as of the Consent Expiration Date and as to which the related tendered
Notes are not withdrawn prior to the Tender Offer Expiration Date, with such
payment being made on the Payment Date. The total consideration with respect to
each $1,000 principal amount of the validly tendered Notes and the related
validly delivered consent would be $1,112.15, based upon the assumed Payment
Date.
As previously announced, holders of over $99.9 million of the Notes had
delivered consents to the amendments and tendered their Notes prior to the
Consent Expiration Date. As of the date of this release, no Notes had been
withdrawn. Tendered Notes may be withdrawn at any time prior to the Tender Offer
Expiration Date.
In the event that the offer to purchase the Notes is extended for any
period of time longer than ten full business days from the previously scheduled
Tender Offer Expiration Date, a new
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Price Determination Date will be established. In the event that the offer to
purchase the Notes is extended for any period of time less than ten full
business days from the previously scheduled Tender Offer Expiration Date, a new
Price Determination Date may be established. In either event, the Tender Offer
Expiration Date will not be less than ten business days from such new Price
Determination Date.
Maxxim commenced the tender offer in connection with its previously
announced proposal to merge with Fox Paine Medic Acquisition Corporation and
recapitalize the company. Assuming that the various conditions to closing the
transactions have been satisfied or waived, Maxxim currently expects to
consummate the merger and the tender offer in mid-November 1999, although there
can be no assurance that the closing will not be later.
Information regarding the pricing, tender and delivery procedures and
conditions of the tender offer are contained in the Offer to Purchase and
Consent Solicitation Statement dated September 30, 1999 (the "Statement") and
related documents, which have been sent to the holders of the Notes. Chase
Securities Inc. is the exclusive Dealer Manager and Solicitation Agent for the
tender offer. Any questions regarding the tender offer may be directed to Robert
Berk at Chase Securities Inc. at (212) 270-1100 (collect). The Statement and
related documents can be obtained by contacting MacKenzie Partners, Inc., the
Information Agent, at (212) 929-5500 (collect) or (800) 322-2885 (toll free).
Maxxim Medical, Inc. is a diversified developer, manufacturer,
distributor and marketer of specialty medical products.
This news release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer and consent solicitations are made
only by the Statement and related documents.
CONTACT: Mary Lugris
Investor Relations
(727) 561-2100
FOR IMMEDIATE RELEASE
MAXXIM ANNOUNCES SHAREHOLDER APPROVAL OF MERGER
CLEARWATER, FL, November 3, 1999 - Maxxim Medical, Inc. (NYSE: MAM)
announced today that, at the special meeting of its shareholders held earlier
today, its shareholders approved the previously announced Agreement and Plan of
Merger, dated as of June 13, 1999, as amended (the "Merger Agreement"), between
Fox Paine Medic Acquisition Corporation and Maxxim, pursuant to which Fox Paine
Medic Acquisition Corporation will be merged with and into Maxxim and each share
of Maxxim common stock (including the associated preferred stock purchase
rights), other than a portion of the shares held by certain officers, directors
and significant shareholders, and shares held by dissenting shareholders, will
be converted into the right to receive $26.00 in cash, without interest (the
"Merger"). More than 66% of the outstanding shares of Maxxim common stock were
voted in favor of approval of the Merger Agreement. Assuming that the various
conditions to closing the Merger and other transactions contemplated by the
Merger Agreement have been satisfied or waived, Maxxim currently expects to
consummate the Merger and the other transactions in mid-November 1999, although
there can be no assurance that the closing will not be later. Promptly following
the closing of the Merger, shareholders will be sent instructions detailing the
necessary steps to surrender their shares of Maxxim common stock and receive the
cash consideration.
Maxxim Medical, Inc. is a diversified developer, manufacturer, distributor
and marketer of specialty medical products.
Contact: Mary Lugris
Investor Relations
727-561-2100
