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) July 30, 1996
MAXXIM MEDICAL, INC.
TEXAS 0-18208 76-0291634
(State or jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
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104 Industrial Boulevard , Sugar Land, Texas 77478
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code (713) 240-5588
N/A
(Former name or former address, if changed since last report)
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Exhibit Index at Page 5
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Item 2. Acquisition or Disposition of Assets
On July 30, 1996 Maxxim Medical, Inc ("Maxxim") successfully completed a
tender offer (the "Tender Offer") to the shareholders of Sterile Concepts
Holdings, Inc. ("Sterile Concepts") which commenced on June 14, 1996. 5,438,059
shares or 98.4018% of the outstanding shares of Sterile Concepts were purchased
pursuant to the Tender Offer for $20 per share for $108,800,000 in cash. Maxxim
expects to acquire the remaining 88,325 shares in a merger expected to be
completed not later than September 15, 1996, resulting in the payment of $20 per
share for any remaining outstanding shares of Sterile Concepts stock at a cost
of $1,800,000. Maxxim also refinanced existing Maxxim debt of approximately
$72,700,000 contemporaneously with and repaid approximately $34,200,000 of
Sterile Concepts debt shortly after the consummation of the Tender Offer. The
Tender Offer was conducted pursuant to the terms of an Agreement and Plan of
Merger dated June 10, 1996 (the "Merger Agreement") by and among Maxxim Medical,
Inc., a Delaware corporation ("Maxxim-Delaware"), Maxxim Acquisition Co., a
Virginia Corporation (the "Purchaser"), and Sterile Concepts which was
negotiated following the conduct by Sterile Concepts of a formal request for
bids from various different potential suitors designed to enable Sterile
Concepts to evaluate various alternatives for a potential change in control.
Sterile Concepts assembles, packages and sterilizes ready-to-use custom
procedure trays for hospitals, outpatient surgery centers and medical clinics.
The assets acquired pursuant to the Merger Agreement consist primarily of
accounts receivable, inventory, equipment and leased assembly and other
facilities in Richmond, Virginia, Temecula, California and Minnetonka, Minnesota
(which Maxxim expects to continue to operate for the foreseeable future).
Subsequent to the merger, Maxxim plans to integrate the assets of Sterile
Concepts into its already existing custom procedure tray assembly and packaging
operations.
Funding to complete the acquisition and debt repayment was derived from ( i )
approximately $121,000,000 of borrowings under a $165,000,000 credit facility
with NationsBank of Texas, N.A. ("NationsBank") and certain other lenders to be
determined, to Maxxim and ( ii ) the net proceeds of $97,000,000 from the
offering of $100,000,000 of 10 1/2% Senior Subordinated Notes with NationsBanc
Capital Markets Inc. ("NCMI") and Bear, Stearns, & Co. Inc. ("Bear Stearns"), as
the initial purchasers..
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
Financial Statements are not available as of the date of this report, but will
be filed by amendment as soon as practicable, but not later than 60 days after
the due date of this report.
(b) Pro forma financial information.
Pro forma Financial Statements are not available as of the date of this report,
but will be filed by amendment as soon as practicable, but not later than 60
days after the due date of this report
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(c) Exhibits.
Documents filed as part of this report:
1. Agreement and Plan of Merger dated as of June 10, 1996 by and among
Maxxim, Maxxim-Delaware, Purchaser and Sterile Concepts (Filed as Exhibit (d) to
the Schedule 14D-1 of Maxxim, Maxxim-Delaware, and Purchaser with the Commission
on June 14, 1996 and incorporated herein by reference).
2. Second Amended and Restated Credit Agreement, dated July 30, 1996, by
and among NationsBank and the banks named therein.
3. Purchase Agreement dated July 18, 1996 between Maxxim, NCMI and Bear
Stearns.
4. Indenture dated July 30, 1996, by and among Maxxim, as Issuer,
Maxxim-Delaware, Purchaser, Fabritek La Romana, Inc., Maxxim Medical Canada
Limited, Medica B.V. and Medica Hospital Supplies, N.V., as Guarantors and First
Union National Bank of North Carolina, as Trustee.
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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.
MAXXIM MEDICAL, INC.
By: /S/ KENNETH W. DAVIDSON
Kenneth W. Davidson
Date: August 14, 1996
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE
1. Agreement and Plan of Merger dated as of June 10, 1996 by
and among Maxxim, Maxxim-Delaware, Purchaser and Sterile
Concepts (Filed as Exhibit (d) to the Schedule 14D-1 of
Maxxim, Maxxim-Delaware, and Purchaser with the Commission
on June 14, 1996 and incorporated herein by reference). n/a
2. Second Amended and Restated Credit Agreement, dated July
30, 1996, by and among NationsBank and the banks named
therein. 6
3. Purchase Agreement dated July 18, 1996 between Maxxim, NCMI
and Bear Stearns. 98
4. Indenture dated July 30, 1996, by and among Maxxim, as
Issuer, Maxxim-Delaware, Purchaser, Fabritek La Romana,
Inc., Maxxim Medical Canada Limited, Medica B.V. and Medica
Hospital Supplies, N.V., as Guarantors and First Union
National Bank of North Carolina, as Trustee. 132
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