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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) January 24, 1997
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HEALTHDYNE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-21776 52-1756497
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1255 Kennestone Circle, Marietta, Georgia 30066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 499-1212
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 23, 1997, the Board of Directors of Healthdyne
Technologies, Inc. (the "Company") held a special meeting. The Company's press
release describing the principal action taken at the special meeting is
attached hereto as Exhibit 99.1 and is hereby incorporated by reference into
this Report. At the special meeting, the Board of Directors also amended the
Company's Bylaws to delete a provision specifying the date of the annual
meeting of shareholders if not otherwise set by the Board of Directors and to
elect to be covered by the "Fair Price Requirements" of the Georgia Business
Corporation Code. The resolutions authorizing and setting forth the amendments
are attached hereto as Exhibit 99.2 and are hereby incorporated by reference
into this Report
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Press release dated January 24, 1997; and
99.2 Resolutions authorizing and setting forth Amendments
to the Company's Bylaws.
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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.
Healthdyne Technologies
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Registrant
By: /s/ M. Wayne Boylston
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M. Wayne Boylston
Vice President - Finance,
Chief Financial Officer
and Treasurer
Date: January 24, 1997
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated January 24, 1997; and
99.2 Resolutions authorizing and setting forth Amendments
to the Company's Bylaws.
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EXHIBIT 99.1
FRIDAY, JANUARY 24, 1997
HEALTHDYNE TECHNOLOGIES, INC. REJECTS OFFER
SAYS COMPANY NOT FOR SALE
Healthdyne Technologies Inc. announced today that its Board of Directors has
unanimously rejected the unsolicited offer by Invacare Corp. to purchase
Healthdyne Technologies. "The Board has not been and is not seeking to sell
the Company" said Craig B. Reynolds, Healthdyne Technologies' President and
Chief Executive Officer. In rejecting the offer, Healthdyne Technologies'
Board considered a variety of factors, including the opinion of Cowen & Company
that the $12.50 per share price offered by Invacare is grossly inadequate.
"Healthdyne Technologies is poised to introduce many new products in several
markets during 1997 and in early 1998. These introductions will accelerate the
shift toward more innovative, cost-effective and higher margin products. Due
to competitive concerns, the release of detailed information on these products
has been limited and therefore their importance to the Company has not been
fully appreciated by the investment community. We plan to release additional
information concerning these initiatives in early February when we expect to
release our year-end results."
Mr. Reynolds further commented, "the markets currently served by the Company
and those the Company plans to enter are expected to grow from approximately
$575 million in 1996 to approximately $1.2 billion in 1998. We have a history
of successful product introductions, as most recently shown by the launch of
Quantum, our non-invasive ventilator, which is expected to generate $12 million
of revenue in its first full year in the market. Additionally, Healthdyne
Technologies has entered into several strategic sales and distribution
agreements which will significantly enhance the Company's ability to penetrate
these rapidly growing markets."
Healthdyne Technologies designs, manufactures and markets technologically
advanced medical deices for use in the home, as well as other specialized
clinical settings. The Company's products include diagnostic and therapeutic
devices for the evaluation and treatment of sleep disorders, non-invasive
ventilators, oxygen concentrators and medication nebulizers for the treatment
of respiratory disorders, monitors for infants at risk for SIDS, and products
for asthma management.
This press release contains forward-looking statements that involve risks and
uncertainties, including developments in the healthcare industry, development
and introduction of new products on a timely basis, third-party reimbursement
policies and practices and regulatory requirements affecting the approval and
sale of medical devices, as well as other risks detailed from time to time in
the Company's reports filed with the Securities and Exchange Commission,
including its Reports on Form 10-Q for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996.
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EXHIBIT 99.2
RESOLUTIONS
Amendment of By-Laws
Annual Meeting Date Provision
WHEREAS, the Board of Directors deems it to be in the best interests
of the Corporation and its shareholders to amend the By-Laws to remove the
provision in the By-Laws that automatically sets the annual meeting date if the
Board of Directors otherwise fails to set the annual meeting date;
NOW, THEREFORE, BE IT RESOLVED, that to effect such change Section 1
of Article I of the By-Laws of the Corporation be and hereby is amended to read
in its entirety as follows:
Section 1. Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date and at such time as the Board of
Directors may by resolution provide. The Board of Directors may specify by
resolution prior to any special meeting of shareholders held within the year
that such meeting shall be in lieu of the annual meeting.
Fair Price Requirements
WHEREAS, the Board of Directors deems it to be in the best interests
of the Corporation and its shareholders to amend the By-Laws so that the
Corporation is subject to the "Fair Price Requirements" of Part 2 of Article II
of the Georgia Business Corporation Code;
NOW, THEREFORE, BE IT RESOLVED, that to effect such change the
following Article IX be added to the By-Laws:
ARTICLE IX
FAIR PRICE REQUIREMENTS
In addition to any other provisions of law as may be applicable,
notwithstanding any other provisions of these By-Laws or the Corporation's
Articles of Incorporation to the contrary, the provisions of Sections 14-2-1110
through 14- 2-1113 of the Georgia Business Corporation Code (the "Code"), as
the same may be amended or supplemented from time to time, shall apply to and
govern those transactions of the Corporation which constitute "business
combinations" (as that term is defined in Section 14-2-1110 of the Code). The
provisions of this Article IX of the By-Laws may not be repealed except in the
manner set forth in Section 14-2-1113 of the Code.
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