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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
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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 (DATE OF EARLIEST EVENT REPORTED):
FEBRUARY 11, 1998
INTERPORE INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-22958 95-3043318
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
181 TECHNOLOGY DRIVE 92718-2402
IRVINE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(714) 453-3200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 11, 1998, Interpore International (the "Company"),
Buckeye International, a wholly-owned subsidiary of the Company ("Sub") and
Cross Medical Products, Inc. ("Cross") entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which Sub will merge with and into
Cross such that Cross will become a wholly-owned subsidiary of the Company (the
"Merger"). Pursuant to the Merger Agreement, upon the effectiveness of the
Merger, each outstanding share of Common Stock, par value $.01 per share, of
Cross will be converted into the right to receive 1.275 shares of Common Stock,
no par value per share, of the Company. Consummation of the Mergers is subject
to the satisfaction or waiver by the parties of certain conditions, including
the receipt of regulatory approvals and approvals by the stockholders of the
Company and Cross. The Company has reserved the right to effect a
reincorporation into Delaware prior to the consummation of the Merger.
In connection with the Merger Agreement, the Company and Cross
also have entered into (i) a Stock Option Agreement pursuant to which the
Company granted to the Cross an option to purchase up to 19.9% of the
outstanding common stock of the Company under certain circumstances and (ii) a
Stock Option Agreement pursuant to which Cross has granted to the Company an
option to purchase up to 19.9% of the outstanding common stock of Cross under
certain circumstances (together, the "Stock Option Agreements"). In addition,
(i) certain stockholders of Cross holding over 27% of the outstanding common
stock of Cross have entered into a stockholder agreement with the Company
pursuant to which such stockholders agreed to vote their shares in favor of the
adoption of the Merger Agreement and approval of the Merger, subject to certain
conditions and (ii) certain stockholders of the Company holding over 13% of the
outstanding common stock of the Company have entered into a stockholder
agreement with Cross pursuant to which such stockholders agreed to vote their
shares in favor of the adoption of the Merger Agreement and approval of the
Merger, subject to certain conditions (together, the "Stockholder Agreements").
On February 12, 1998, the Company issued a press release
announcing the execution of the Merger Agreement. The Merger Agreement, the
Stock Option Agreements, the Stockholder Agreements and the press release are
filed as exhibits hereto and are incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by and
among Interpore International, Buckeye International and Cross Medical
Products, Inc.
10.1 Stock Option Agreement (Cross), dated as of February 11, 1998, by and
between Cross Medical Products, Inc. and Interpore International.
10.2 Stock Option Agreement (Interpore), dated as of February 11, 1998, by
and between Interpore International and Cross Medical Products, Inc.
10.3 Stockholder Agreement (Cross), dated as of February 11, 1998, by and
among certain stockholders of Cross Medical, Inc., to and for the
benefit of Interpore International.
10.4 Stockholder Agreement (Interpore), dated as of February 11, 1998, by and
among certain stockholders of Interpore International, to and for the
benefit of Cross Medical, Inc.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International.
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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 hereunto duly authorized.
INTERPORE INTERNATIONAL
By: /S/ DAVID C. MERCER
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Name: David C. Mercer
Title: President and Chief
Executive Officer
Dated: February 17, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by
and among Interpore International, Buckeye International and
Cross Medical Products, Inc.
10.1 Stock Option Agreement (Cross), dated as of February 11, 1998,
by and between Cross Medical Products, Inc. and Interpore
International.
10.2 Stock Option Agreement (Interpore), dated as of February 11,
1998, by and between Interpore International and Cross Medical
Products, Inc.
10.3 Stockholder Agreement (Cross), dated as of February 11, 1998, by
and among certain stockholders of Cross Medical, Inc., to and
for the benefit of Interpore International.
10.4 Stockholder Agreement (Interpore), dated as of February 11,
1998, by and among certain stockholders of Interpore
International, to and for the benefit of Cross Medical, Inc.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International.