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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): August 23, 1999
General Surgical Innovations, Inc.
(Exact name of registrant as specified in its charter)
000-28448
(Commission File Number)
California 94-3160456
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
10460 Bubb Road, Cupertino, California 95014
(Address of principal executive offices, with zip code)
(408) 863-2500
(Registrant's telephone number, including area code)
-1-
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Item 5. Other Events.
On August 23, 1999, General Surgical Innovations, Inc. ("GSI"),
entered into a definitive agreement with Tyco International ("Tyco") pursuant
to which Tyco will acquire GSI. A copy of the press release announcing the
execution of the definitive agreement is included herein as Exhibit 99.1 and
is incorporated by reference into this Item 5.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated August 23, 1999.
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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.
GENERAL SURGICAL INNOVATIONS, INC.
Date: September 1, 1999 By: /s/ STEPHEN J. BONELLI
---------------------------------
Stephen J. Bonelli
Chief Financial Officer, Vice President
of Finance and Administration, Treasurer
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
99.1 Press Release dated August 23, 1999.
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EXHIBIT 99.1
TYCO INTERNATIONAL TO ACQUIRE
GENERAL SURGICAL INNOVATIONS, INC.
Immediately Accretive, Acquisition Provides Excellent Strategic Fit
Hamilton, Bermuda and Cupertino, CA, (August 23, 1999)...Tyco International
Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC), a diversified manufacturing and service
company, and General Surgical Innovations, Inc. (NASDAQ-GSII) (GSI) a medical
manufacturer and distributor of SPACEMAKER-Registered Trademark- balloon
dissection-devices used in minimally invasive surgical procedures, announced
today that they have entered into a definitive agreement pursuant to which
Tyco will acquire GSI. GSI shareholders will receive a fraction of a Tyco
share valued at $7.50 per share for each share of GSI. The transaction is
valued at approximately $100 million. Shares of GSI closed at $6.50 on
Monday, August 23, 1999.
GSI manufactures and sells tissue dissection systems based on the company's
patented balloon technology for minimally invasive surgical procedures. GSI's
products are specifically designed for endoscopic and laparoscopic techniques
used in general surgery such as hernia repairs, cardiovascular surgery for
vein harvesting, both cosmetic and reconstructive plastic surgeries, and in
urogynecology for female bladder neck suspension. The patented
SPACEMAKER-Register Trademark-balloon dissection systems offer surgeons the
opportunity to predictably create space through small incisions, which may
enhance patient outcomes.
"GSI is a natural fit with, and expands the product offerings of, the
laparoscopic businesses within the United States Surgical Division of the
Tyco Healthcare Group, and provides operating efficiencies that will result
in an immediate positive impact on earnings", said L. Dennis Kozlowski,
Tyco's Chairman and Chief Executive Officer. "Through GSI's patented
technology we gain an important complement for our laparoscopic product line,
which will enable us to take advantage of exceptional growth opportunities,"
he added.
Gregory D. Casciaro, President and Chief Executive Officer of GSI said, "The
acquisition of General Surgical Innovations by Tyco makes excellent strategic
sense and provides our shareholders with an exceptional value. GSI's
proprietary balloon dissection technology will permit United States Surgical
to offer surgeons an innovative portfolio of laparoscopic products for the
expanding range of procedures emerging in general, urological, plastic,
cardiovascular and orthopedic surgery. This also provides the opportunity for
GSI shareholders to share in the exciting growth of Tyco."
The transaction, which will be accounted for as a purchase, is contingent
upon customary regulatory review and approval by GSI shareholders. The Boards
of Directors of both companies have approved the transaction, which is
expected to be tax-free for the shareholders of GSI.
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Tyco International Ltd., a diversified manufacturing and service company, is
the world's largest manufacturer, installer, and provider of fire protection
systems and electronic security services, the largest manufacturer and
servicer of electrical and electronic components and underwater
telecommunications systems, the largest manufacturer of flow control valves,
and has strong leadership positions in disposable medical products, plastics,
and adhesives. The Company operates in more than 80 countries around the
world and has expected fiscal 1999 revenues in excess of $22 billion.
FORWARD LOOKING INFORMATION
Comments in this earnings release concerning the expected results and future
growth of acquisitions and expected fiscal 1999 revenues are forward-looking
statements, which are based on management's good faith expectations and
belief concerning future developments. Actual results may materially differ
from these expectations as a result of many factors, relevant examples of
which are set forth in the "Management Discussion and Analysis" section of
Tyco's 1998 Annual Report to Shareholders and Tyco's 1998 Annual Report on
Form 10-K, as well as, under the heading "Factors Affecting Future Results"
in General Surgical Innovations' Annual Report on Form 10-K for the year
ended June 30, 1998, Form 10-Q for the quarters ended September 30, 1998,
December 31, 1998, and March 31, 1999 and other company filings with the
Securities and Exchange Commission.
