<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
*[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
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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.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
* Informational presentation to Institutional Shareholder Services regarding
Annual Meeting.
<PAGE> 2
COMPANY HISTORY
- 1987 -- $10 million division of Healthdyne, Inc.
- 1993 -- IPO
- 1987 - 1997 -- 29% Compound Annual Growth in Revenues
<PAGE> 3
COMPANY PROFILE
- - #1 or #2 share in all market segments
- - Reputation as high-tech product innovator
- - One of two companies with the broadest product portfolio (Within high-
tech respiratory device market)
<PAGE> 4
MARKET DYNAMICS
- - Shift from retrospective reimbursement to -- prospective and capitation
reimbursement systems
- - Government focus on lowering healthcare costs
- - Growth of managed care segment
- - Customer emphasis on cost-effectivity
- - Movement to alternate site point-of-care
- - Concentration on disease state management
- - Trend toward integrated healthcare networks and consolidating purchasing
decisions based on:
- Broad product offering within a disease state
- Product offering and distribution throughout the different acuity
levels and points-of-care (I.E.... hospital, subacute, home and
extended care facilities)
- - Aging worldwide population
- - Rising incidence of respiratory disease
- - Growth in international respiratory markets (particularly developing
countries)
<PAGE> 5
HEALTHDYNE TECHNOLOGIES'
STRATEGIC PLAN
- - Develop or acquire proprietary technologies to provide cost-effective
care and improved patient outcomes for chronic respiratory diseases and
high-cost procedures.
- - Utilize innovative technologies to transition toward higher gross margin
products.
- - Continue to broaden respiratory products offering.
- - Strengthen distribution and form strategic alliances where necessary to
reach all points of respiratory care worldwide (E.G. Siemens, Allegiance).
<PAGE> 6
REVIEW OF 1997 RESULTS
- - HDTC's second quarter and six months' performance:
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<CAPTION>
THREE MONTHS ENDED JUNE 30, 1997:
<S> <C>
Revenues: $38.1 million, 33% above last year.
Net earnings: $2.7 million, or $0.20 per share, 105% above last year.
Operating earnings: $5.1 million, 90% above last year.
Profit margin: $13.5%, 4 percentage points higher than last year.
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1997:
<S> <C>
Revenues: $73.7 million, 32% above last year.
Net earnings: $4.8 million, or $0.36 per share, 54% above last year.
Operating earnings: $9.1 million, 48% above last year.
Profit margin: 12.3%, 1.3 percentage points higher than last year.
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<PAGE> 7
MANAGEMENT IS DOING ALL THE RIGHT THINGS
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- - The Company is performing and has an excellent strategy.
- - HDTC's is exploring other alternatives to Invacare's offer.
- - HDTC's is committed to increasing shareholder value, either by pursuing its
strategic plan to further increase revenues and earnings or engaging in a
transaction which provides fair value for HDTC shares.
- - HDTC has offered to Invacare to sign confidentiality agreement and to meet.
- - HDTC is worth more than Invacare's "Best and Final" $15 offer (See
analyst reports, market evaluation).
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<PAGE> 8
Our Nominees' Record/Position
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- - The current Board is doing all the right things and is a much better
custodian of HDTC than Invacare's proposed board.
- - HDTC's nominees have experience in running a high technology company.
- - HDTC's Chairman and two former Healthdyne Board members:
- have demonstrated their commitment to enhancing shareholder value by
sales of major businesses to W.R. Grace, British Oxygen (B.O.C.), and
Vickers BLC and by splitting the former Healthdyne into three separate
public companies.
- are major shareholders who have no operating positions within the
company and receive no compensation other than customary director fees.
Thus, their interests are consistent with enhancing shareholder values.
- - Invacare not able to consummate its tender offer even if its nominees are
elected.
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<PAGE> 9
QUARTERLY REVENUES
IN MILLIONS
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<S> <C> <C> <C> <C>
40
38 38.1
36 35.7
34 33.1
32
30 29.2
28
26
24
22
20
Q3 96 Q4 96 Q1 97 Q2 97
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<PAGE> 10
REVENUES
ANNUALIZED RUN RATE
IN MILLIONS
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<S> <C> <C> <C> <C>
160 152
150 143
140 132
130
120 117
110
100
90
80
Q3 96 Q4 96 Q1 97 Q2 97
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<PAGE> 11
OPERATING EPS
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<S> <C> <C> <C> <C>
.20 .16 .20
.18 .11
.16 .10
.14
.12
.10
.08
.06
.04
.02
.00
Q3 96 Q4 96 Q1 97 Q2 97
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<PAGE> 12
QUANTUM (R) VENTILATOR
QUARTERLY GROWTH
REVENUES ($MM)
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<S> <C>
Q4 95 1.7
Q1 96 1.8
Q2 96 2.5
Q3 96 3.3
Q4 96 4.5
Q1 97 6.2
Q2 97 8.9
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