SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 28, 1997
VITAL SIGNS, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-18793 11-2279807
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
20 Campus Road, Totowa, New Jersey 07512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 790-1330
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Item 5. Other Events.
On July 28, 1997, Vital Signs, Inc. (the "Company") consummated its
previously announced acquisition of Marquest Medical Products, Inc.
("Marquest"). As a result, Marquest shareholders will receive $0.797 in cash for
each of their shares of Marquest's Common Stock and Marquest will become a
wholly-owned subsidiary of the Company. Concurrently, the Company acquired from
Scherer Healthcare, Inc. ("Scherer Healthcare"), which was the majority
shareholder of Marquest, for cash, certain product rights previously sold by
Marquest to Scherer Healthcare. Including the repayment of long-term debt of
Marquest, the Company's cash payments for these transactions will aggregate
approximately $25 million. The transactions are to be accounted for as
a purchase.
Item 7. Financial Statements and Exhibits.
Exhibit No. 99.1 Press Release, dated July 28, 1997
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, thereunto duly authorized.
VITAL SIGNS, INC.
By: /s/ Anthony J. Dimun
Anthony J. Dimun,
Executive Vice President
Dated: August 1, 1997
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EXHIBIT INDEX
Exhibit No. 99.1 Press Release, dated July 28, 1997
Exhibit 99-1
NEWS RELEASE
FOR IMMEDIATE RELEASE
VITAL SIGNS, INC.,
MARQUEST MEDICAL PRODUCTS, INC. AND SCHERER HEALTHCARE, INC.
ANNOUNCE THE COMPLETION OF THE ACQUISITION OF MARQUEST BY VITAL SIGNS
TOTOWA, NEW JERSEY, ENGLEWOOD, COLORADO and ATLANTA, GEORGIA, July 28, 1997
- - VITAL SIGNS, INC. (NASDAQ; VITL), MARQUEST MEDICAL PRODUCTS, INC. (NASDAQ;
MMPI) and SCHERER HEALTHCARE, INC. (NASDAQ: SCHR) announced today that the
shareholders of Marquest Medical Products approved the companies' previously
announced merger, that Scherer Healthcare's shareholders gave their necessary
approvals and that the Marquest merger was finalized shortly after the
Shareholders' Meeting was completed. The merger, which resulted in Marquest
Medical becoming a wholly-owned subsidiary of Vital Signs, was effected pursuant
to an Agreement and Plan of Merger, dated March 14, 1997. According to the
merger agreement, Vital Signs agrees to pay Marquest shareholders $0.797 per
share for each outstanding shares of Marquest common stock. Separately, pursuant
to an agreement with Scherer Healthcare, the majority shareholder of Marquest,
Vital Signs acquired for cash certain product rights previously sold by Marquest
to Scherer. The aggregate cash payments to Marquest's shareholders is
approximately $12.6 million. The payment to Scherer Healthcare and related
parties, with respect to the acquisition of product rights and certain covenants
against competition, is $6 million.
Terry Wall, President and Chief Executive Officer of Vital Signs, stated:
"The acquisition of Marquest provides Vital Signs with an established product
line with a good market share in the respiratory and critical care market. As
previously announced, Vital Signs' direct sales force has been divided and
expanded into two highly focused sales organizations, with one focused on
anesthesia products and the other on respiratory/critical care products. With
the addition of the Marquest products, approximately $20 million in annual
sales, Vital Signs' product line will be nearly evenly divided, with anesthesia
representing 53% of total sales and respiratory/critical care representing 47%.
The goal of this expanded sales organization is to drive sales of the two
product lines in a more substantial way. Marquest's strong respiratory product
line should enable Vital Signs to be an attractive partner for national group
purchasing organizations, integrated health networks, and investor owned
hospitals. In addition, the Marquest product line will complement our expanding
international sales."
Bill Thompson, President and Chief Operating Officer of Marquest and
President of Scherer Healthcare, commented: "The merger is beneficial to the
shareholders of Marquest as it recognizes the value of the Marquest business
which Marquest could not develop alone due to resource limitations. The Marquest
product line will benefit from the additional resources that will be available
through Vital Signs which will ultimately enhance customer satisfaction and
distribution in the marketplace. Vital Signs should immediately benefit from
Marquest's products, providing Vital Signs with an expanded product offering."
The statements in this press release regarding post-closing performance
constitute Forward-Looking Statements under the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from the companies'
expectations as a result of a number of factors, including market conditions,
competitive responses and the degree to which Vital Signs is able to
successfully integrate the two companies.
Vital Signs, Inc. and its subsidiaries design, manufacture and market
single-use medical products for anesthesia and critical care, achieving the
number one market share position in six of eight major product categories and
second in the other two categories. For the third time in five years, the
Company was recognized by Forbes magazine as one of "The 200 Best Small
Companies in America". Vital Signs is distinguished as one of a select number of
medical device firms to have received ISO 9001 certification.
Scherer Healthcare provides healthcare products and services, including
medical waste management services and consumer healthcare products.
FOR FURTHER INFORMATION, CONTACT: Terence D. Wall, President, Vital Signs, Inc.
or
Tony Dimun, Chief Financial Officer,
Vital Signs, Inc.
(973) 790-1330
