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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 22, 1997
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HEALTHDYNE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-21776 52-1756497
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1255 Kennestone Circle, Marietta, Georgia 30066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 499-1212
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 22, 1997, the Board of Directors of Healthdyne Technologies, Inc.
(the "Company") amended its Shareholder Rights Agreement dated May 22, 1995
between the Company and SunTrust Bank, Atlanta, as rights agent (the "Rights
Agreement") to authorize the Board of Directors of the Company to establish or
set aside one or more funds for the purpose of assuring that adequate resources
are available to the Continuing Directors (as defined in the Rights Agreement)
in order to enable them to carry out their prescribed functions under the Rights
Agreement and to fulfill their fiduciary obligations to the shareholders of the
Company. Pursuant to the Amendment to the Rights Agreement, the Board of
Directors has authorized the establishment of a $1.0 million fund to pay, among
other things, the expenses of the Continuing Directors. The Amendment to the
Rights Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated
by reference into this Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Amendment to Rights Agreement dated as of July 22, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Healthdyne Technologies, Inc.
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Registrant
By: /s/ M. Wayne Boylston
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M. Wayne Boylston
Vice President - Finance, Chief
Financial Officer and Treasurer
Date: July 29, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Amendment to Rights Agreement dated as of July 22, 1997.
</TABLE>
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EXHIBIT 99.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 22, 1997, to the Rights Agreement,
dated as of May 22, 1995 (the "Rights Agreement"), between Healthdyne
Technologies, Inc., a Georgia corporation (the "Company"), and SunTrust Bank,
Atlanta, a Georgia banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company has voted in
favor of this Amendment at a meeting of directors duly called and held;
WHEREAS, there are Continuing Directors (as defined in the
Rights Agreement) serving on the Board of Directors of the Company and a
majority of the Continuing Directors have voted in favor of this Amendment at a
meeting of directors duly called and held;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agree-
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ment and this Amendment, the parties hereby agree as follows:
1. The Rights Agreement is amended to add a new Section 34
at the end thereof which shall read in its entirety as follows:
"Section 34. Establishment of Fund for Continuing
Directors. The Board may, at any time it deems appropriate,
establish or set aside one or more funds, whether in trust,
escrow or otherwise (and regardless of whether such fund is
combined with any other fund established or set aside by the
Company), for the purpose of assuring that adequate resources
are available to the Continuing Directors in order to enable
them to carry out their prescribed functions under this
Agreement and to fulfill their fiduciary obligations to
stockholders of the Company."
2. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the
date hereof and, except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Leslie R. Jones
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Name: Leslie R. Jones
Title:Vice President, General Counsel
and Secretary
SUNTRUST BANK, ATLANTA
By: /s/ Letitia A. Radford
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Name: Letitia A. Radford
Title:Vice President
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