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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
HEALTHDYNE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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HEALTHDYNE TECHNOLOGIES M. WAYNE BOYLSTON
ANNOUNCES RESOLUTION OF APRIL 28, 1997
ANNUAL MEETING DATE DISPUTE (770)499-1212
FOR IMMEDIATE RELEASE
Marietta, Georgia, April 28, 1997 -- Healthdyne Technologies, Inc.
(Nasdaq: HDTC) announced today that Invacare Corporation has agreed to withdraw
its motion seeking to compel the Company to schedule the Company's 1997 Annual
Meeting of Shareholders by June 30, 1997. As set forth in a Consent Order
signed by the United States District Court, Northern District of Georgia, the
parties agreed that the Annual Meeting would be held as previously scheduled by
the Company's Board of Directors on July 30, 1997. If, within 15 days prior to
the meeting, Invacare changes either the offer price or the form of
consideration it is offering in its hostile tender offer for the Company's
shares, the Company may postpone or adjourn the meeting to a date not later
than 15 days from such a change, provided that the delay in the meeting date
would not require the Company to set a new record date. The Order provides
that either party can apply to the court for relief from its terms.
Healthdyne Technologies designs, manufactures and markets technologically
advanced medical devices 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.
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PARTICIPANT INFORMATION
In addition to Healthdyne Technologies, other participants in any proxy
solicitation by Healthdyne Technologies in connection with its 1997 annual
meeting may include the following directors and executive officers of
Healthdyne Technologies: Parker H. Petit, Chairman of the Board; Craig B.
Reynolds, President, Chief Executive Officer and Director; J. Terry Dewberry,
Director; Alexander H. Lorch, Director; J. Leland Strange, Director; James J.
Wellman, M.D., Director; J. Paul Yokubinas, Director; Robert M. Johnson, Senior
Vice President-Business Development; John L. Miclot, Senior Vice
President-Sales and Marketing; Robert E. Tucker, Senior Vice
President-Operations; M. Wayne Boylston, Vice President-Finance, Chief
Financial Officer and Treasurer; Leslie R. Jones, Vice President, General
Counsel and Secretary; and Jeffrey A. North, Corporate Controller. The
above-referenced individuals beneficially own an aggregate of 1,513,729 shares
of Healthdyne Technologies' common stock (including shares underlying vested
options). Healthdyne Technologies has retained Morrow & Co., Inc. to act as
information agent and proxy solicitor in connection with the Invacare offer for
customary fees. Although Cowen & Company ("Cowen"), which is acting as
financial advisor to Healthdyne Technologies in connection with the Invacare
offer, does not admit that it or any of its directors, officers, employees or
affiliates is a "participant," as defined in Schedule 14A promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended, or that such Schedule 14A requires the disclosure of certain
information concerning them, the following employees of Cowen may assist
Healthdyne Technologies in such a solicitation: Rob Valdez (Managing Director)
and Ned Brown (Director). Cowen will receive customary financial advisor fees,
reimbursement and indemnification from Healthdyne Technologies in connection
with the Invacare offer. Cowen will not receive any additional fee
for or in connection with assisting in any solicitation of proxies. Cowen
engages in a full range
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of investment banking, research, sales, trading, market-making, brokerage,
asset management and correspondent clearing services for institutional and
individual clients. In the ordinary course of its business, Cowen maintains
customary arrangements and effects transactions in the securities of Healthdyne
Technologies for the accounts of its customers. As a result of its engagement
by Healthdyne Technologies, Cowen has restricted its proprietary trading in the
securities of Healthdyne Technologies (although it may still execute trades for
customers on an unsolicited agency basis).
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