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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 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):
MAY 6, 1998
INTERPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1998, pursuant to that certain Agreement and Plan of
Merger dated as of February 11, 1998 (the "Merger Agreement") by and among
Interpore International (the "Company"), Buckeye International, a wholly-owned
subsidiary of the Company ("Sub") and Cross Medical Products, Inc. ("Cross"),
Sub was merged with and into Cross such that Cross became a wholly-owned
subsidiary of the Company (the "Merger"). The Merger Agreement was filed
previously as Exhibit 2.1 to the Company's Current Report on Form 8-K dated
February 17, 1998.
Special meetings of the shareholders of the Company and Cross at
which the stockholders were asked, pursuant to a Joint Proxy
Statement/Prospectus contained within the Company's Form S-4 Registration
Statement (No. 333-49487) filed with the Securities and Exchange Commission on
April 6, 1998, to consider and vote upon, among other things, the Merger
Agreement were held on May 6, 1998. The shareholders of each of the Company and
Cross approved and adopted the Merger Agreement at their respective meetings.
Upon consummation of the Merger, each outstanding share of Common
Stock, par value $.01 per share, of Cross (the "Cross Common Stock") was
converted into the right to receive 1.275 shares of Common Stock, no par value
per share, of the Company (the "Company Common Stock"). It is expected that up
to 7,637,285 shares of Company Common Stock will be issued upon conversion of
outstanding shares of Cross Common Stock. The merger consideration was
determined based upon arms-length negotiations between the Company and Cross.
In addition, on May 7, 1998, the Company issued a press release
announcing the consummation of the Merger, which press release is filed as
Exhibit 99.2 hereto.
ITEM 5. OTHER EVENTS
On May 6, 1998, the shareholders of Interpore International, a
California corporation ("Interpore California") and predecessor of Interpore
International, Inc., a Delaware Corporation (the "Registrant"), approved a
change of the Registrant's state of incorporation from the State of California
to the State of Delaware. The reincorporation was effected by a merger of
Interpore California with and into Registrant on May 6, 1998. Registrant, a
Delaware corporation, was organized solely for the purpose of effecting the
reincorporation and is the surviving corporation in the merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Cross Medical Products, Inc. (Business
Acquired).
The financial statements of Cross are incorporated by reference
to the Cross financial statements included in the Company's Registration
Statement on Form S-4 filed on April 6, 1998 (File No. 333-49487).
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(b) Pro Forma Financial Information.
The required pro forma financial information is incorporated by
reference to the section entitled "Unaudited Pro Forma Condensed Combining
Financial Statements" in the Company's Registration Statement on Form S-4 filed
on April 6, 1998 (File No. 333-49487).
(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. (incorporated by reference from the
Company's Current Report on Form 8-K, filed February 17, 1998).
2.2 Agreement and Plan of Merger, dated as of March 26, 1998, by and
between Interpore International and Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.1 Certificate of Incorporation of Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.2 Bylaws of Interpore Delaware, Inc. (incorporated by reference to
the Company's Registration Statement on Form S-4, filed April 6,
1998).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International (incorporated by reference to the Company's
Current Report on Form 8-K, filed February 17, 1998).
99.2 Press Release, dated May 7, 1998, issued by Interpore
International, Inc.
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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, INC.
By: /S/ DAVID C. MERCER
Name: David C. Mercer
Title: President and Chief Executive Officer
Dated: May 12, 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. (incorporated by reference from the
Company's Current Report on Form 8-K, filed February 17, 1998).
2.2 Agreement and Plan of Merger, dated as of March 26, 1998, by and
between Interpore International and Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.1 Certificate of Incorporation of Interpore Delaware, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, filed April 6, 1998).
3.2 Bylaws of Interpore Delaware, Inc. (incorporated by reference to
the Company's Registration Statement on Form S-4, filed April 6,
1998).
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Press Release, dated February 12, 1998, issued by Interpore
International (incorporated by reference from the Company's
Current Report on Form 8-K, filed February 17, 1998).
99.2 Press Release, dated May 7, 1998, issued by Interpore
International, Inc.