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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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EXHIBIT 50
HEALTHDYNE TECHNOLOGIES, INC.
CONTACT: M. WAYNE BOYLSTON
(770) 499-1212
HEALTHDYNE TECHNOLOGIES REJECTS
INVACARE'S LATEST OFFER
FOR IMMEDIATE RELEASE
Marietta, Georgia, June 11, 1997 -- Healthdyne Technologies, Inc.
(Nasdaq: HDTC) announced today that its Board of Directors has unanimously
rejected the latest unsolicited offer by Invacare Corporation (Nasdaq: IVCR) to
purchase Healthdyne Technologies.
In rejecting Invacare's latest offer, the Board considered a variety of
factors, including the opinion of Cowen & Company that the $15.00 per share
price offered by Invacare is grossly inadequate. "After reviewing the progress
we are making on our strategic plan and receiving input from our financial
advisors, the Board feels that Invacare's increased offer has failed to keep up
with our exceptional performance and does not reflect an acquisition premium,"
commented Parker H. Petit, Healthdyne Technologies' Chairman of the Board. "Our
stock has traded within this range in the last year even prior to the
announcement of our new strategic plan. We believe that $15 is still too low and
does not represent the fair value of our Company, as evidenced by recent reports
from analysts who follow the Company."
Healthdyne Technologies' Board also reaffirmed its decision not to sell
or merge the Company, maintaining that the Company offers greater growth
potential for shareholders on a stand-alone basis.
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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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, favorable
resolution of intellectual property matters, 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-K, 8-K and 10-Q.
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 1,593,092 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: Robert D.
Valdez (Managing Director) and Ned Brown (Managing 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 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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