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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
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. 8 amends and supplements the Schedule 14D-9 filed with the
Securities and Exchange Commission on January 31, 1997, (as amended, the
"Schedule 14D-9") by Healthdyne Technologies, Inc., a Georgia corporation
("Healthdyne"), relating to the proposed tender offer by I.H.H. Corporation, a
Delaware corporation ("IHH") and a wholly owned subsidiary of Invacare
Corporation, an Ohio corporation ("Invacare"), to purchase for cash all
outstanding shares of Common Stock, par value $.01 per share, of Healthdyne.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following:
On April 14, 1997, Healthdyne issued a press release announcing
A copy of the April 14, 1997 press release and letter is attached hereto
as Exhibit 36.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibit:
Exhibit 36-- Press release issued by Healthdyne on April 14, 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: April 14, 1997
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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).
