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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 10
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. 10 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.
On April 28, 1997, the Court entered a Consent Order on Plantiffs'
Motion for a Preliminary Injunction regarding the scheduling of Healthdyne's
1997 Annual Meeting of Shareholders. Healthdyne agreed to hold the Annual
Meeting on July 30, 1997, as presently scheduled. If Plantiffs change the
offer price or form of consideration in their tender offer for the shares of
Healthdyne within fifteen (15) calandar days of the meeting date, Healthdyne
may postpone the meeting to a date not later than fifteen (15) days from the
date of such a change. However, in the event that such a postponement would
require the setting of a new record date under applicable Georgia law,
Healthdyne may not postpone the meeting but may instead adjourn the meeting to
a date not later than the above-described fifteen (15) day period.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by adding the following
exhibits:
Exhibit 42 -- Consent Order entered on April 28, 1997 on Plantiffs' Motion for
Preliminary Injunction Regarding the Annual Shareholders' Meeting
Exhibit 43 -- Press release issued by Healthdyne on April 28, 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 28, 1997
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EXHIBIT 42
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
)
INVACARE CORPORATION, et al., )
)
)
Plaintiffs, )
)
)
v. ) CIVIL ACTION: 1:97-CV-0205-CC
)
HEALTHDYNE TECHNOLOGIES, INC., )
et al., )
)
Defendants. )
)
CONSENT ORDER ON PLAINTIFFS' MOTION
FOR A PRELIMINARY INJUNCTION REGARDING
THE ANNUAL SHAREHOLDERS MEETING
WHEREAS, plaintiffs have filed a motion for a preliminary injunction
seeking to require defendant Healthdyne Technologies, Inc. ("Healthdyne") to
hold its annual shareholders meeting on or before June 30, 1997; and
WHEREAS, plaintiffs contend that Georgia law, Healthdyne's bylaws, and the
director defendants' fiduciary duties require that the annual meeting be
scheduled on or before June 30, 1997; and
WHEREAS, defendants have scheduled the annual shareholders' meeting for
July 30, 1997, have set June 23, 1997 as the record date for said meeting, and
contend that they have valid reasons for doing so and that they are permitted
to do so both by the Georgia Business Corporation Code and their fiduciary
duties; and
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WHEREAS, the parties desire to resolve this dispute about the annual
meeting by agreement in order to avoid the time, expense, and uncertainty of
litigation, and desire to fix a date for the annual shareholders' meeting, but
without prejudice to the positions of either the plaintiffs or the defendants;
and
WHEREAS, it appears to the Court that the parties have consented to and
requested the entry of this Order,
IT IS HEREBY ORDERED that the defendants shall hold Healthdyne's annual
shareholders' meeting on July 30, 1997; provided, however, that if plaintiffs
change the offer price or form of consideration in their tender offer for the
shares of Healthdyne within fifteen (15) calendar days of the meeting date,
then defendants may postpone the meeting to a date not later than fifteen (15)
calendar days from the latest date of any such change, unless a postponement
would require setting a new record date under O.C.G.A. Section 14-2-707(b),
in which case defendants may not postpone such meeting, but may instead adjourn
the meeting to a date not later than fifteen (15) calendar days from the latest
date of any such change. Solely in the situation where an adjournment, instead
of a postponement, is necessary under the terms of this Order to preserve the
record date, plaintiffs will vote their shares and their proxies in favor of
such an adjournment. IT IS FURTHER ORDERED that the record date for said
meeting and any such postponed or adjourned meeting shall remain June 23, 1997
and that defendants shall take or cause to be taken all steps necessary to hold
the meeting in accordance with the terms of this Order. Any party may petition
the Court for relief from this Order. Upon entry of this Order, the
plaintiffs' motion for a preliminary injunction regarding the annual
shareholders' meeting is withdrawn.
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Date: April 28, 1997 /s/ Clarence Cooper
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Clarence Cooper, Judge
United States District Court for the
Northern District of Georgia
CONSENTED TO AND PRESENTED BY:
KING & SPALDING TROUTMAN SANDERS LLP
/s/ M. Robert Thornton /s/ John M. Bowler
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M. Robert Thornton Winifred D. Simpson
Georgia Bar No. 710475 Georgia Bar N. 648275
Michael R. Smith John M. Bowler
Georgia Bar No. 661689 Georgia Bar No. 071770
David J. Onorato NationsBank Plaza
Georgia Bar No. 553826 600 Peachtree Street, N.E.
191 Peachtree Street, N.E. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
Telephone: (404) 572-4600 Telephone: (404) 885-3000
Facsimile: (404) 572-5100 Facsimile: (404) 885-3900
Attorneys for Plaintiffs Attorneys for Defendants
OF COUNSEL: OF COUNSEL:
SIMPSON THACHER & BARTLETT SKADDEN, ARPS, SLATE, MEAGHER &
425 Lexington Avenue FLOM (DELAWARE)
New York, New York 10017 P. O. Box 636
(212) 455-2000 Wilmington, Delaware 19899
(302) 651-3000
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EXHIBIT 43
HEALTHDYNE TECHNOLOGIES M. WAYNE BOYLSTON
ANNOUNCES RESOLUTION OF APRIL 28, 1997
ANNUAL MEETING DATE DISPUTE (770)499-1212
FOR IMMEDIATE RELEASE
Marietta, Georgia, April 28, 1997 -- Healthdyne Technologies, Inc.
(Nasdaq: HDTC) announced today that Invacare Corporation has agreed to withdraw
its motion seeking to compel the Company to schedule the Company's 1997 Annual
Meeting of Shareholders by June 30, 1997. As set forth in a Consent Order
signed by the United States District Court, Northern District of Georgia, the
parties agreed that the Annual Meeting would be held as previously scheduled by
the Company's Board of Directors on July 30, 1997. If, within 15 days prior to
the meeting, Invacare changes either the offer price or the form of
consideration it is offering in its hostile tender offer for the Company's
shares, the Company may postpone or adjourn the meeting to a date not later
than 15 days from such a change, provided that the delay in the meeting date
would not require the Company to set a new record date. The Order provides
that either party can apply to the court for relief from its terms.
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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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 assisting in any solicitation of proxies. Cowen
engages in a full range
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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).
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