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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 11, 1996
SURVIVAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5958 52-0898764
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
2275 Research Boulevard, Rockville, MD 20850
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 926-1800
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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 September 11, 1996, Survival Technology, Inc. ("STI"
or the "Registrant") entered into an Agreement and Plan of
Merger ("Agreement") with Brunswick Biomedical Corporation
("Brunswick"), the holder of approximately 61.1% of the
Registrant's outstanding shares of common stock.
As previously reported, in connection with STI Board
approval of the transaction between the Sarnoff estate and
Brunswick, Brunswick agreed to various measures designed to
protect the interests of STI minority stockholders. As part
of those measures, Bruce M. Dresner and E. Andrews Grinstead,
III are serving on a special STI Board committee that, among
other things, negotiated and approved the Agreement based on a
fairness opinion delivered by Lehman Brothers, Inc., the
financial advisor retained by the special committee.
Pursuant to the definitive Agreement, each of Brunswick's
outstanding shares of common stock (other than shares held by
Brunswick as treasury stock and dissenting shares) will be
converted into a right to receive 2.1 shares of STI's common
stock. Each of Brunswick's outstanding shares of preferred
stock (other than shares held by Brunswick as treasury stock
and dissenting shares) will be converted into a right to
receive 2.1 shares of STI's common stock and a warrant to
purchase .4 shares of STI's common stock at an exercise price
of $11.00 per share exercisable for a period of five years
following the merger. In addition, STI will assume
Brunswick's obligations under outstanding options and
warrants. These provisions of the Agreement will result in
approximately 1.7 million shares of STI common stock being
issued in exchange for the Brunswick stock at the time of the
merger and may result in additonal issuances of approximately
1.05 million shares of STI common stock if all options and
warrants were exercised and the required consideration were
paid. Each of the 1,888,126 shares of STI common stock
currently owned by Brunswick will be retired in the merger.
Consummation of the merger is subject to the receipt of
requisite stockholder approvals following distribution of
proxy and offering materials and the satisfaction of certain
other conditions to closing.
For information regarding certain of the terms of the
Agreement, reference is made to the press release of the
Registrant dated September 11, 1996 and a copy of the
Agreement, which are attached hereto or incorporated herein by
reference as Exhibits.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger dated
September 11, 1996. (incorporated by
reference herein from Exhibit 6(a) to Amendment
No. 1 to Schedule 13D filed by Brunswick
Biomedical Corporation dated September 13,
1996).
2.1 Form of First Amended and Restated
Certificate of Incorporation of the
Registrant (incorporated by reference herein
from Exhibit 6(b) to Amendment No. 1 to
Schedule 13D filed by Brunswick Biomedical
Corporation dated September 13, 1996).
2.2 Form of Amended and Restated By-Laws of the
Registrant (incorporated by reference herein
from Exhibit 6(c) to Amendment No. 1 to
Schedule 13D filed by Brunswick Biomedical
Corporation dated September 13, 1996).
99 Press Release dated September 11, 1996.
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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, thereunto duly authorized.
SURVIVAL TECHNOLOGY, INC.
Date: September 12, 1996 By: /s/Jeffrey W. Church
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Jeffrey W. Church
Sr. Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Location in
Sequentially
Numbered Copy
<S> <C>
2 Agreement and Plan of Merger dated
September 11, 1996 (incorporated
by reference herein from Exhibit 6(a)
to Amendment No. 1 to Schedule 13D
filed by Brunswick Biomedical
Corporation dated September 13,
1996).
2.1 Form of First Amended and Restated
Certificate of Incorporation of the
Registrant (incorporated by
reference herein from Exhibit 6(b)
to Amendment No. 1 to Schedule 13D
filed by Brunswick Biomedical
Corporation dated September 13,
1996).
2.2 Form of Amended and Restated
By-Laws of the Registrant
(incorporated by reference herein
from Exhibit 6(c) to Amendment
No. 1 to Schedule 13D filed by
Brunswick Biomedical Corporation
dated September 13, 1996).
99 Press Release dated September 11,
1996. 6
</TABLE>
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<PAGE>
Exhibit 99
James H. Miller
Chairman, President
and CEO
and
Jeffrey W. Church
Sr. Vice President
Finance and CFO
1-800-638-8093
FOR IMMEDIATE RELEASE
STI AND BRUNSWICK BIOMEDICAL AGREE TO MERGE
ROCKVILLE, Maryland, September 11, 1996--Survival
Technology, Inc. (STI) (NASDAQ:STIQ) today announced it
has signed an agreement to merge with Brunswick
Biomedical Corporation, a privately-held medical device
company and holder of 61 percent of STI's stock, with
STI as the surviving entity.
Pursuant to the agreement, each of Brunswick's
outstanding shares of common stock will be converted
into a right to receive 2.1 shares of STI's common
stock. Each of Brunswick's outstanding shares of
preferred stock will be converted into a right to
receive 2.1 shares of STI's common stock and a warrant
to purchase 0.4 share of STI's common stock at an
exercise price of $11.00 per share, exercisable for a
period of five years following the merger. In addition,
STI will assume Brunswick's obligations under
outstanding options and warrants. These provisions of
the agreement will result in approximately 1.7 million
shares of STI common stock being issued in exchange for
the Brunswick stock at the time of the merger and may
result in the issuance of an additional approximately 1.05 million
shares of STI common stock if all options and warrants
were exercised and the required consideration paid.
Each of the 1,888,126 shares of STI common stock
currently owned by Brunswick will be retired in the
merger.
The transaction is subject to the approval of both STI's
and Brunswick's shareholders. It is anticipated that
the transaction will be accounted for by the purchase
method of accounting and will be completed this fall.
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Brunswick acquired the 61 percent block from the estate
of STI's late founder, Dr. Stanley J. Sarnoff, in April
1996. The signing of the merger agreement culminates a
three-month process of negotiation conducted by a
special committee of STI independent directors with the
assistance of Lehman Brothers.
"Combining STI and Brunswick creates a new medical
device company well-positioned to take advantage of the
substantial growth opportunity in the rapidly expanding
medical device industry," said James H. Miller,
chairman, president and chief executive officer of STI.
"We believe that the combination will significantly
increase the liquidity of our stock, thus enhancing the
opportunity for a broader trading market and the
company's access to capital markets."
Brunswick manufactures the CardioBeeper-Registered Trademark-
personal heart monitor, co-developed with STI to transmit
heart function data to medical centers by telephone, and other
telemedicine devices. In addition, a 64-lead cardiac
mapping system (PRIME ECG -TM-) to aid in the rapid
diagnosis of cardiac ischemia, was recently launched in
Europe and an educational CD-ROM product will be
launched shortly.
STI is the worldwide leader in auto-injector technology.
An original development of STI, auto-injectors are
spring-loaded, prefilled devices that allow patients to
self-administer precise doses of injectable medication
quickly, safely, easily and without the apprehension
associated with a traditional syringe. The company
currently produces auto-injectors used in the emergency
treatment of allergic reactions and irregular
heartbeats, and by military personnel for
self-administration of nerve gas antidotes, morphine and
diazapam.
STI also supplies customized drug delivery system
design, pharmaceutical research and development, and
sterile product manufacturing to pharmaceutical and
biotechnology companies. The company's products and
services are designed to improve the medical and
economic value of drug therapy.
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