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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 [ ]
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.
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(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:
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[ ] 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:
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EXHIBIT 36
M. WAYNE BOYLSTON
APRIL 2, 1997
(770) 499-1212
HEALTHDYNE TECHNOLOGIES TO CONSIDER M. WAYNE BOYLSTON
TIMETABLE FOR ANNUAL MEETING AND SEEKS APRIL 14, 1997
COURT RULING ON INVACARE PROPOSAL (770) 499-1212
FOR IMMEDIATE RELEASE
Marietta, Georgia, April 14, 1997- - - Healthdyne Technologies, Inc. said its
Board of Directors, at a regularly scheduled meeting this week, will consider
the timetable for the 1997 annual meeting of Healthdyne Technologies
shareholders. Healthdyne Technologies Chairman Parker H. Petit said, "I will
ask the Board to schedule the meeting for late July. I believe it is important
for shareholders to know the Company's results for the second quarter of 1997
before they vote on Invacare Corporation's offer. Second quarter results will
be released by mid-July. This schedule should also give us time to seek a
court ruling on the validity of one of Invacare's shareholder proposals."
"Invacare is seeking a court order to force Healthdyne Technologies to hold its
annual meeting by June 30 for one simple reason - Invacare is afraid our second
quarter results will further demonstrate that Healthdyne Technologies is worth
much more on a stand-alone basis than Invacare is prepared to pay," Mr. Petit
continued. "Our recently announced first quarter results, which showed a 30%
growth rate, were outstanding, and we believe we will make further progress in
the quarters ahead. Our new product introductions are on schedule, and the
first of these products, our non-invasive ventilator, the Quantum(TM), is a
tremendous success. We have every confidence that our strategic plan will
result in higher values to shareholders in the near term than Invacare is
willing to pay."
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"Invacare's statements to the press and its position in court are
inconsistent," Mr. Petit continued. "If Invacare really believes the negative
statements it is making to the press about our Company's first quarter
financial results, Invacare should be pleased to have our second quarter
results in hand prior to the annual meeting in order to assess the true value
of the Company."
Healthdyne Technologies also said it will ask the court to rule on the validity
of one of Invacare's proposals to be considered at the 1997 annual meeting.
This proposal would amend the Company's by-laws to require that the Board of
Directors remove the continuing directors provisions from the Company's
shareholder rights plan.
Mr. Petit said, "We want the court to determine the validity of the by-law
amendment proposed by Invacare so that our shareholders will fully understand
the implications of what they will be asked to approve at the annual meeting.
We believe that Georgia law empowers the Board, in its sole discretion, to set
the terms of a shareholder rights plan subject only to the Board's fiduciary
duties. The continuing directors provisions are intended to make sure that the
Board of Directors proposed by Invacare is not in a position to accept their
own bargain price offer. The current directors, in exercising their fiduciary
duties, will endeavor to make sure that, if Healthdyne Technologies is to be
acquired by Invacare or any other party, it will be at a price that reflects
the intrinsic value of the Company - - not at the grossly inadequate price that
Invacare has offered."
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
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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 as risk of 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, 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.
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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
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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).
