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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 3, 2002
Osmonics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 1-12714 41-0955959
(State or Other Jurisdiction (Commission File (IRS Employer Identification
of Incorporation) Number) Number)
5951 Clearwater Drive
Minnetonka, Minnesota 55343
(Address of Principal Executive Office) (Zip Code)
(952) 933-2277
(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 November 4, 2002, Osmonics, Inc. (the "Company") and General
Electric Company ("GE") announced that they had entered into an Agreement and
Plan of Merger (the "Merger Agreement") dated as of November 3, 2002, among
GE, the Company and Oasis Acquisition, Inc., a direct wholly-owned subsidiary
of GE ("Merger Sub"), pursuant to which the Company will merge with and into
Merger Sub (the "Merger").
As a result of the Merger, each outstanding share of common stock of
the Company (other than any shares owned by the Company, GE, or any of their
respective wholly-owned subsidiaries and any dissenting shares) will be
converted into the right to receive the equivalent of $17.00 of GE common
stock, based on a pre-closing measurement period. Shareholders may elect to
receive $17.00 in cash per share instead of GE shares, subject to proration so
that the total cash paid does not exceed 55 percent of the total merger
consideration.
The Merger is intended to constitute a reorganization under the
Internal Revenue Code of 1986, as amended. Consummation of the Merger is
subject to approval by the shareholders of the Company, receipt of applicable
governmental approvals and the satisfaction of other customary closing
conditions.
A copy of the Merger Agreement and the joint press release of GE and the
Company with respect to the Merger are attached as exhibits to this Form 8-K
and are incorporated by reference herein. The foregoing description of such
documents and the transactions contemplated therein is not complete and is
qualified in its entirety by reference to such exhibits.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
November 3, 2002, among General Electric Company,
Oasis Acquisition, Inc. and Osmonics, Inc.
99.1 Joint Press Release, dated November 4, 2002,
announcing the execution of the Agreement and Plan
of Merger among General Electric Company, Oasis
Acquisition, Inc. and Osmonics, 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.
OSMONICS, INC.
Date: November 4, 2002 By: /s/ D. DEAN SPATZ
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Name: D. Dean Spatz
Title: Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of November 3, 2002,
among General Electric Company, Oasis Acquisition, Inc. and
Osmonics, Inc.
99.1 Joint Press Release, dated November 4, 2002, announcing the
execution of the Agreement and Plan of Merger among General
Electric Company, Oasis Acquisition, Inc. and Osmonics, Inc.
4