<PAGE> 1
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 July 5, 1996
STERILE CONCEPTS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Virginia 1-13294 54-1193603
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5100 Commerce Road, Richmond, Virginia 23234
(Address of Principal Executive Offices)
(804) 275-0200
(Registrant's telephone number)
<PAGE> 2
Item 5. Other Events.
The Registrant issued the press release on July 5, 1996 filed as
Exhibit 99.1.
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 thereunto duly authorized.
STERILE CONCEPTS HOLDINGS, INC.
By: /s/ D. Randolph Graham
D. Randolph Graham
Vice President - Administration and Chief
Financial Officer
(On behalf of the registrant and as principal
financial officer)
July 5, 1996
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact:
D. Randolph Graham
Vice President - Administration
Chief Financial Officer
David L. Jordan
Director Investor Relations
Sterile Concepts Holdings, Inc.
(804) 275-0200
Michele Helm (Media) Ext. 225
Susan Noonan (Investor) Ext 203
Noonan/Russo Communications, Inc.
(212) 696-4455
E-mail: [email protected]
STERILE CONCEPTS ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
RICHMOND, Virginia, July 5, 1996 -- Sterile Concepts Holdings, Inc.
(NYSE:SYS) announced today that the waiting period for the Hart-Scott-
Rodino Antitrust Improvements Act clearance of the proposed merger of a
subsidiary of Maxxim Medical, Inc. and Sterile Concepts expired on July 3,
1996. As a result of the expiration, the parties are free to consummate
the proposed transaction in accordance with the terms of the tender offer
commenced by Maxxim on June 14, 1996.
Sterile Concepts also announced today that its Board of Directors had
evaluated and determined not to pursue an unsolicited written proposal from
another company (the "Other Company") to acquire Sterile Concepts. The
proposal, which was received by Sterile Concepts on June 28, 1996,
essentially confirmed an earlier expression of interest made by the Other
Company during the auction process conducted by Sterile Concepts earlier
this year. Following the auction process, Sterile Concepts executed a
definitive merger agreement with Maxxim and, on June 14, 1996, Maxxim
commenced a cash tender offer for all of the outstanding shares of Sterile
Concepts at a per share price of $20. The tender offer is scheduled to be
completed on July 26, 1996.
The written proposal submitted by the Other Company contemplated the
proposed acquisition of Sterile Concepts by the Other Company in a merger
transaction involving an exchange of the Other Company's stock for stock of
Sterile Concepts on the basis of a per share price of $25, subject to a
pricing collar and other conditions. After submitting its written
proposal, the Other Company orally amended its proposal, subject to
approval of the Other Company's Board of Directors, to provide for a
purchase price of $20 per share in the Other Company's stock and $5 per
share in cash, with the other terms and conditions remaining unchanged.
The Board of Directors and Special Committee of Sterile Concepts evaluated
the new proposal and, for the reasons discussed previously in its Schedule
14D-9 filed with the Securities and Exchange Commission and distributed to
Sterile Concepts shareholders, decided not to pursue the proposal.
Sterile Concepts is a leading provider of surgical and clinical custom
procedure trays to hospitals and surgery centers in the United States. The
Company is headquartered in Richmond, Virginia and has production
facilities in Richmond, Temecula, CA and Minnetonka, MN.
# # #
Editor's note: This release is also available on the Internet over the
World Wide Web at: http://www.noonanrusso.com
