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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 27
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 the 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. 27 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.
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information:
On July 30, 1997, the Board of Directors of Healthdyne approved an
amendment to its By-Laws, a copy of which is attached hereto as Exhibit 79.
On July 30, 1997, Healthdyne issued a press release, a copy of which is
attached hereto as Exhibit 80.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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EXHIBIT 79 -- Amendment to By-Laws of Healthdyne Technologies, Inc.
EXHIBIT 80 -- Press release issued by Healthdyne on July 30, 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/ Leslie R. Jones
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Name: Leslie R. Jones
Title: Vice President, General
Counsel and Secretary
Dated: July 30, 1997
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EXHIBIT 79
REVISED SECTION 2 OF ARTICLE III OF BY-LAWS
Section 2. President. The President shall be the chief operating
officer of the Corporation and shall be in charge of the day-to-day affairs of
the Corporation, subject to the direction of the Board of Directors. The
President or the Chairman of the Board of Directors shall preside at all
meetings of the shareholders.
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EXHIBIT 80
HEALTHDYNE TECHNOLOGIES M. Wayne Boylston
ANNOUNCES APPARENT -----------------------------
RE-ELECTION OF BOARD'S NOMINEES CONTACT
July 30, 1997
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RELEASE DATE
(770) 499-1212
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PHONE
FOR IMMEDIATE RELEASE
Marietta, Georgia, July 30, 1997 -- Healthdyne Technologies, Inc.
(NASDAQ:HDTC) announced today that, based on the proxies voted in favor of
management's slate of directors, it appears that shareholders have re-elected
the Company's nominees to the board of Directors. Healthdyne Technologies said
that proxies solicited by both Healthdyne and Invacare Corporation have been
turned over to the independent inspectors of election for formal tabulation.
The Company also said it appears that Invacare's shareholder proposals were
adopted.
"We are grateful that shareholders have shown support for the Company's
nominees and recognized that Invacare's proposal for a split-Board and "fire
sale" of the Company would have only produced deadlock, controversy, delay and
expense and would have been detrimental to the Company and its shareholders,"
said Mr. Parker H. Petit, Chairman of the Board.
"In the event that it is confirmed that the Company's nominees were
re-elected to the Board, Healthdyne will continue our previously announced
process of having discussions with third parties and seeking other alternatives
to increasing shareholder value," said Mr. Petit.
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 foward-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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