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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: September 9, 1996
NELLCOR PURITAN BENNETT INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-14980 94-2789249
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(Commission File Number) (I.R.S. Employer
Identification No.)
4280 Hacienda Drive
Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
(510) 463-4000
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On September 9, 1996, the Registrant entered into an Agreement and Plan
of Merger (the "Agreement") with Aequitron Medical, Inc., a Minnesota
corporation ("Aequitron"). Pursuant to the Agreement, the Registrant would
acquire Aequitron through a merger of Aequitron into the Registrant. In the
merger, Aequitron stockholders would receive .432 of a share of the Registrant's
Common Stock for each outstanding share of Aequitron common stock held by them.
The exchange ratio is subject to adjustment, based on the average of the closing
prices of the Registrant's Common Stock for the 10 trading days preceding the
fifth trading day before the Aequitron shareholders' meeting. Consummation of
the acquisition is subject to the approval of Aequitron' stockholders.
On September 10, 1996, Registrant issued a press release concerning the
acquisition, the text of which press release is attached hereto as Exhibit 99
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not required.
(b) Not required.
(c) Exhibits.
Sequential
Exhibit No. Description Page No.
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99 Registrant's Press Release, dated September 10, 1996. 4
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.
NELLCOR PURITAN BENNETT
INCORPORATED
Date: September 19, 1996 /s/ LAUREEN DeBUONO
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Laureen DeBuono
Executive Vice President,
Human Resources, General
Counsel and Secretary
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EXHIBIT INDEX
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Sequential
Exhibit No. Description Page No.
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99 Registrant's Press Release, dated September 10, 1996. 4
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