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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HEALTHDYNE TECHNOLOGIES, INC.
(Name of Subject Company)
HEALTHDYNE TECHNOLOGIES, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
422206102
(CUSIP Number of Class of Securities)
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LESLIE R. JONES, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
HEALTHDYNE TECHNOLOGIES, INC.
1255 KENNESTONE CIRCLE
MARIETTA, GEORGIA 30066
(770) 499-1212
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
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COPY TO:
BLAINE V. FOGG, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 2 amends and supplements the Schedule 14D-9 filed
with the Securities and Exchange Commission on January 31, 1997 as amended by
Amendment No. 1 filed February 13, 1997, by Healthdyne Technologies, Inc., a
Georgia corporation ("Healthdyne"), relating to the proposed tender offer by
I.H.H. Corporation, a Delaware corporation and a wholly owned subsidiary of
Invacare Corp., an Ohio corporation ("Invacare"), to purchase for cash all
outstanding shares of Common Stock, par value $.01 per share, of Healthdyne.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 28-- Press release issued by Healthdyne on February 27, 1997.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ M. WAYNE BOYLSTON
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Name: M. Wayne Boylston
Title: Vice President -- Finance,
Chief Financial Officer and
Treasurer
Dated: February 27, 1997
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EXHIBIT 28
HEALTHDYNE TECHNOLOGIES M. WAYNE BOYLSTON
ANNOUNCES ADDITIONAL FDA FEBRUARY 27, 1997
CLEARANCE FOR QUANTUM(R) VENTILATOR (770)499-1212
FOR IMMEDIATE RELEASE
Marietta, Georgia, February 27, 1997 - Healthdyne Technologies, Inc.
(Nasdaq: HDTC) today announced that its non-invasive ventilator, the
Quantum(TM), received additional marketing clearance from the United States
Food and Drug Administration ("FDA") under a new product classification. This
new clearance supports the marketing of the device for continuous ventilatory
support of adults during chronic or acute respiratory insufficiency. The
Company also announced it recently obtained approvals required to sell the
Quantum(TM) in Europe and other international markets.
Craig B. Reynolds, President and Chief Executive Officer, stated, "The
increased use of non-invasive pressure support ventilation for patients
experiencing respiratory disorders and diseases prompted the FDA to add
additional device classifications to better define and recognize this
application. We are pleased to receive this new clearance for respiratory
insufficiency from the FDA for the Quantum(TM). As previously reported, the
Quantum(TM) reached over $12 million in revenue in its first full year
following commercialization and in the fourth quarter Quantum(TM) revenue was
approximately $4.5 million, as annual run rate of approximately $18 million.
We are also pleased with the recent successful
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international introduction of the Quantum(TM), which will provide incremental
revenue to the Company in 1997."
"We believe the success of the Quantum(TM) ventilator illustrates the
potential for many of the new products and technologies we have described in
recent communications with our shareholders," said Parker H. Petit, Chairman of
the Board. "On another note, we are gratified that holders of approximately
83% of our shares, other than shares held by Invacare, did not tender their
shares in response to Invacare's tender offer. The vast majority of our
shareholders had indicated their support for our board's decision that
Invacare's offer is grossly inadequate and that it does not reflect the
intrinsic value of our Company in light of our strategic plans and future
operating prospects."
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 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
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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 8-K and on Form
10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996.
