<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
SPINE-TECH, INC.
(Name of Subject Company)
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SULZER MEDICA ORTHOPEDICS ACQUISITION CORP.
AND
SULZER MEDICA LTD
(Bidder)
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COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
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848927109
(CUSIP Number of Class of Securities)
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Lawrence H. Panitz
Sulzer Medica Ltd
4000 Technology Drive
Angleton, TX 77515
(409) 848-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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COPY TO:
Peter D. Lyons, Esq.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
January 22, 1998
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This Amendment No. 2 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") relates to the offer by Sulzer Medica
Orthopedics Acquisition Corp., a Minnesota corporation ("Purchaser") and an
indirect wholly owned subsidiary of Sulzer Medica Ltd, a company organized under
the laws of Switzerland ("Parent"), to purchase all outstanding shares of
common stock, $.01 par value (the "Common stock"), of Spine-Tech, Inc., a
Minnesota corporation (the "Company"), and the associated preferred share
purchase rights (together with the Common Stock, the "Shares"), at a price of
$52.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in Purchaser's Offer to Purchase dated December 19, 1997
(the "Offer to Purchase") and the related Letter of Transmittal, copies of
which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2)
thereto, respectively. The Schedule 14D-1 was initially filed with the
Securities and Exchange Commission on December 19, 1997.
Capitalized terms used but not defined herein have the meanings ascribed
to such terms in the Offer to Purchase and the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by adding to the end thereof
the following:
At 12:00 midnight, New York City time, on Wednesday, January 21, 1998,
the Offer expired as scheduled. Based on a preliminary count, approximately
11,150,959 Shares were tendered pursuant to the Offer, of which 601,885 were
tendered pursuant to notices of guaranteed delivery. On January 22, 1998,
effective as of 12:01 a.m. all Shares validly tendered and not withdrawn prior
to the expiration of the Offer were accepted for payment. The acceptance of
such tendered Shares resulted in Parent and its subsidiaries owning
approximately 97.6% of the Shares. A copy of a press release announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference
in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(10) Press Release issued by Parent on January 22, 1998.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SULZER MEDICA ORTHOPEDICS ACQUISITION
CORP.
By: /s/ LAWRENCE H. PANITZ
------------------------------------
Name: Lawrence H. Panitz
Title: Vice President,
Secretary and General Counsel
January 22, 1998
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SULZER MEDICA LTD
By: /s/ ANDRE P. BUCHEL
------------------------------------
Name: Andre P. Buchel
Title: President and
Chief Executive Officer
January 22, 1998
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EXHIBIT INDEX
EXHIBIT PAGE IN SEQUENTIAL
NO. NUMBERING SYSTEM
- ------- ------------------
(a)(1) Form of Offer to Purchase dated December 19, 1997 .. *
(a)(2) Form of Letter of Transmittal ...................... *
(a)(3) Form of Notice of Guaranteed Delivery .............. *
(a)(4) Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees .............. *
(a)(5) Form of Letter from Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees to Clients ... *
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 ..... *
(a)(7) Summary Advertisement as published in The Wall
Street Journal on December 19, 1997 .............. *
(a)(8) Press Release issued by Parent on December 19,
1997 ............................................. *
(a)(9) Press Release issued by Purchaser on January 5,
1998 ............................................. *
(a)(10) Press Release issued by Parent on January 22, 1998...
(b)(1) Commitment Letter dated December 17, 1997 by
Credit Suisse First Boston with respect to
$250,000,000 Bridge Credit Facility to be
provided to the Company .......................... *
(c)(1) Agreement and Plan of Merger, dated as of
December 15, 1997 among Parent, Purchaser and
the Company ...................................... *
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* Previously filed.
7
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[Letterhead of Sulzer Medica]
FOR IMMEDIATE RELEASE
- ---------------------
Larry Panitz, Investor Relations 409/848-4180
T.C. Selman II, Public Relations 409/848-4097
SULZER MEDICA LTD ANNOUNCES COMPLETION OF
TENDER OFFER FOR SPINE-TECH, INC.
ANGLETON, TX: (JANUARY 22, 1998) - Sulzer Medica Ltd, a leading orthopedic
and cardiovascular device company headquartered in Winterthur, Switzerland,
and with a significant presence in the US, completed its cash tender offer
for the outstanding shares of common stock of Spine-Tech Inc ("Spine-Tech",
NASDAQ: SPYN). With the acquisition of this innovative, fast growing company,
the Orthopedics Division of Sulzer Medica will achieve a major strengthening
of its spinal market segment with its large growth potential.
The tender offer expired, as scheduled, at Midnight, New York City time, on
Wednesday, January 21, 1998. Based on a preliminary count, at least 90% of
Spine-Tech shares were tendered and accepted for payment at a price of $52.00
per share.
In the proposed second step of the acquisition, Sulzer Medica plans to merge
its acquisition vehicle with and into Spine-Tech. As a result of such merger,
each share of Spine-Tech common stock not previously purchased in Sulzer
Medica's tender offer will be converted into a right to receive $52.00 in
cash. Under applicable law, the proposed merger is not subject to the
approval of the remaining outstanding shareholders of Spine-Tech. Sulzer
Medica presently anticipates that the merger will be completed before the end
of January 1998.
Sulzer Medica Ltd is focused on the development of implantable medical
devices and biomaterials for the cardiovascular and orthopedics markets
worldwide. The company's products include heart valves, pacemakers,
defibrillators, ablation catheters, vascular grafts, artificial knees, hips,
shoulders, and dental implants. (Zurich Stock Exchange: SMEN;NYSE:SM)
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