UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2005
CANTEL MEDICAL CORP. |
(Exact name of registrant as specified in its charter) |
| | | | |
Delaware | | 001-31337 | | 22-1760285 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Identification
Number) |
| | | | |
150 Clove Road, Little Falls, New Jersey | | 07424 |
(Address of principal executive offices) | | (Zip Code) |
| | | | |
Registrant’s telephone number, including area code: (973) 890-7220 |
| | | | |
| | | | |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
In accordance with the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation S-X, and in connection with our filing of a registration statement under the Securities Act and for purposes of incorporation by reference therein, we are filing under Item 9.01 below the unaudited financial statements of Crosstex International, Inc. (which we acquired on August 1, 2005) as of July 31, 2005 and for the three months ended July 31, 2005 and 2004.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The Audited Financial Statements of Crosstex as of and for the fiscal years ended April 30, 2005, 2004 and 2003 are attached as Exhibit 99.2.
The Unaudited Financial Statements of Crosstex as of July 31, 2005 and for the three months ended July 31, 2005 and 2004 are attached as Exhibit 99.4.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet of Registrant as of July 31, 2005 and the Unaudited Pro Forma Condensed Consolidated Statement of Income of Registrant for the fiscal year ended July 31, 2005 are attached as Exhibit 99.3.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Arlene Fisher.*
2.2 Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Frank Richard Orofino, Jr.*
2.3 Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Richard Allen Orofino.*
2.4 Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Gary Steinberg.*
2.5 Stock Purchase Agreement dated as of August 1, 2005 among Cantel Medical Corp., Crosstex International, Inc. and Mitchell Steinberg.*
10.1 Amended and Restated Credit Agreement dated as of August 1, 2005 among Cantel Medical Corp., Bank of America N.A., PNC Bank, National.*
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Association, and Wells Fargo Bank, National Association (and Banc of America Securities LLC, as sole lead arranger and sole book manager).*
10.2 Employment Agreement dated as August 1, 2005 between Cantel Medical Corp. and James P. Reilly.*
23.1 Consent of McGladrey & Pullen LLP.*
99.1 Press Release.*
99.2 Audited Financial Statements of Crosstex as of and for the fiscal years ended April 30, 2005, 2004 and 2003.*
99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet of Registrant as of July 31, 2005 and the Unaudited Pro Forma Condensed Consolidated Statement of Income of Registrant for the fiscal year ended July 31, 2005.*
99.4 Unaudited Financial Statements of Crosstex as of July 31, 2005 and for the three months ended July 31, 2005 and 2004.
* Previously filed.
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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.
| CANTEL MEDICAL CORP. |
| (Registrant) |
| |
| |
| By: | /s/ James P. Reilly | |
| James P. Reilly, |
| President and Chief Executive
Officer |
| |
Date: November 14, 2005 | |
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