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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) January 29, 1998
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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 January 29, 1998, Healthdyne Technologies, Inc. (the "Company")
executed a letter agreement (the "Clarification Letter") with Respironics, Inc.
("Respironics") clarifying certain terms and provisions of the Agreement and
Plan of Reorganization and related Agreement and Plan of Merger, each dated as
of November 10, 1997, as amended (collectively, the "Merger Agreement"), by and
among the Company, Respironics and RIGA, Inc. The Clarification Letter relating
to the Merger 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 Clarification Letter relating to Merger Agreement dated as of
January 29, 1998.
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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: February 3, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Clarification Letter relating to Merger Agreement, dated as of January
29, 1998.
</TABLE>
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EXHIBIT 99.1
[RESPIRONICS LETTERHEAD]
January 29, 1998
Healthdyne Technologies, Inc.
1255 Kennestone Circle
Marietta, Georgia 30066
Ladies and Gentlemen:
In order to clarify the Agreement and Plan of Reorganization dated as
of November 10, 1997, as amended (the "Reorganization Agreement") and the
Agreement and Plan of Merger dated as of November 10, 1997, attached as Appendix
A to the Reorganization Agreement, as amended (the "Merger Agreement"), please
confirm the following by signing and returning this letter:
1. It is understood and agreed that Paul Yokubinas, who was listed on
Appendix E to the Reorganization Agreement, will not enter into a Consulting
Agreement at the closing;
2. Schedule I attached to this letter is the list of officers of the
Surviving Corporation referred to in Section 3 of the Merger Agreement and was
inadvertently omitted from the Merger Agreement.
Very truly yours,
RESPIRONICS, INC.
By: /s/ Dennis S. Meteny
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Accepted and agreed to:
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Craig B. Reynolds
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SCHEDULE I TO MERGER AGREEMENT
Dennis S. Meteny President and Chief Executive Officer
Craig B. Reynolds Vice President
Daniel J. Bevevino Vice President and Treasurer
Steven P. Fulton Vice President and General Counsel
Dorita A. Pishko Secretary
