SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 2, 1996
MEDISENSE , INC.
(Exact name of registrant as specified in its charter)
Massachusetts 0-24072 04-2728017
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
266 Second Avenue, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (617) 895-6000
N/A
(Former name or former address, if changed since last report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
(a) Change in Control. On May 2, 1996, Abbott Laboratories, an Illinois
corporation ("Abbott"), announced that its wholly owned subsidiary, AAC
Acquisition Corporation, Inc., a Massachusetts corporation ("AAC"), had
accepted for payment all shares of common stock and Class B common stock
(together, the "Common Stock") of Medisense, Inc., a Massachusetts corporation
(the "Registrant"), tendered pursuant to its tender offer (the "Offer") for the
Registrant's Common Stock, which expired as scheduled at 12:00 midnight on May
1, 1996. 19,861,187 shares of common stock, including all shares of Class B
common stock and shares tendered pursuant to the procedure for guaranteed
delivery, had been tendered pursuant to the Offer, which constitute
approximately 98.37% of the Registrant's Common Stock outstanding. AAC will
pay consideration in the approximate amount of $876 million, net of the
exercise price on existing options for the Registrant's shares, which it will
obtain from Abbott. Abbott will obtain the funds from the proceeds of
unsecured short term borrowings at market interest rates.
The planned merger of AAC (or another wholly-owned subsidiary of Abbott)
into the Registrant (the "Merger"), pursuant to the Agreement and Plan of
Merger dated as of March 29, 1996 among Abbott, AAC and the Registrant (the
"Merger Agreement") will occur following a Special Meeting of Stockholders
expected to be held in June or July, 1996. An information statement relating
to the Special Meeting is expected to be mailed to record holders of the
Registrant's common stock in late May or June 1996.
Arrangements/Understandings with Respect to Election of Directors.
Pursuant to the Merger Agreement, AAC now has the right to designate a number
of directors on the Registrant's Board of Directors equal to the product of (i)
the total number of directors on the Registrant's Board of Directors and (ii)
AAC's percentage ownership of the outstanding shares of the common stock. The
Merger Agreement provides that the Registrant will, upon request of AAC,
promptly either increase the size of the Board (and will, if necessary, amend
the Registrant's By-laws to permit such an increase) or use its reasonable best
efforts to secure the resignation of such number of directors as is necessary
to enable AAC's designees to be so elected. The Merger Agreement also provides
that, promptly upon request of AAC, the Registrant will use its reasonable best
efforts to cause persons designated by AAC to constitute the same percentage as
the number of AAC's designees to the Board bears to the total number of
directors on the Board on (i) each committee of the Board, (ii) each board of
directors or similar governing body or bodies of each subsidiary of the
Registrant designated by AAC and (iii) each committee of each such board or
body. Effective May 2, 1996, the following directors of the Registrant
resigned: John F. Gaither, Jr.; Richard C.E. Morgan; Raymond Oddi; Kenneth E.
Quickel, Jr.; Peter R. Rosenblatt; and James R. Tobin. Pursuant to the request
of AAC, effective May 2, 1996 the following persons were elected directors of
the Registrant: Gary P. Coughlan, Jose M. de Lasa and Miles D. White.
(b) Arrangements Resulting in Change in Control on Subsequent Date.
None.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None.
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SIGNATURE
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.
MEDISENSE, INC.
Date: May 7, 1996 By: s/ John H. Chiricotti
Title: Chief Financial Officer
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