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UNITED STATES
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) June 28, 1996
RESOUND CORPORATION
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(Exact name of registrant as specified in charter)
California
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(State or other jurisdiction of incorporation)
0-20046 77-0019588
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(Commission File Number) (IRS Employer Identification No.)
220 Saginaw Drive, Seaport Centre, Redwood City, CA 94063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 780-7800
N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to the Purchase Agreement by and between the Registrant and
Minnesota Mining and Manufacturing Company ("3M") dated June 28, 1996, (the
"Purchase Agreement"), the Registrant acquired (the "Acquisition") all of the
assets of 3M's worldwide hearing health care business (the "Purchased Assets")
for an aggregate purchase price of $24,934,100 (the "Purchase Price") on June
30, 1996, the effective date of the Acquisition. The Purchase Price was
determined by arms-length negotiations between 3M and the Registrant.
The Registrant assigned all of its right title and interest in the
Purchased Assets to its wholly-owned subsidiary Sonar Hearing Health
Corporation ("Sonar"). Prior to the Acquisition 3M used, and Sonar intends to
continue to use, the Purchased Assets in the manufacture, import and export of
technologically advanced hearing devices and operations connected therewith.
On June 28, 1996, to finance the Acquisition, the Registrant completed
the sale of 3,212,176 shares of Common Stock in a private placement to
accredited investors, raising gross proceeds of approximately $34.5 million.
Smith Barney Inc. acted as the Company's agent in connection with the private
placement. The Registrant has agreed to file, and use its best efforts to cause
the Securities and Exchange Commission to declare effective on or before
September 26, 1996, a registration statement covering the resale of the shares
of Common Stock sold in the private placement.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is currently impracticable for the Registrant to provide the
financial statements required pursuant to Rule 3-05(b) of Regulation S-X. In
accordance with Item 7(a)(4) of the Instructions to Form 8-K, the Registrant
will file such financial statements as soon as they are available, and in no
event later than August 27, 1996.
(b) Pro Forma Financial Information.
It is currently impracticable for the Registrant to provide the
financial statements required pursuant to Article 11 of Regulation S-X. In
accordance with Items (7(a)(4) and 7(b)(2) of the Instructions to Form 8-K, the
Registrant will file such financial statements as soon as they are available,
and in no event later than August 27, 1996.
(c) Exhibits.
2.1 Purchase Agreement by and between the Registrant and
Minnesota Mining and Manufacturing Company dated
June 28, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
RESOUND CORPORATION
(Registrant)
Dated: July 15, 1996 By:
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Paul A. Busse
Senior Vice President of Finance and
Administration and Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
RESOUND CORPORATION
(Registrant)
Dated: July 15, 1996 By: /s/ PAUL A. BUSSE
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Paul A. Busse
Senior Vice President of Finance and
Administration and Chief Financial Officer
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RESOUND CORPORATION
INDEX TO EXHIBITS
Exhibit No. Exhibit Title Page No.
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2.1 Purchase Agreement by and between Registrant
and Minnesota Mining and Manufacturing
Company dated June 28, 1996.
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