SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 7, 2001
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-6132 22-1760285
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Overlook At Great Notch, 150 Clove Road
Little Falls, New Jersey 07424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 890-7220
Not Applicable
(Former name or former address, if changed since last report.)
The registrant is filing this Current Report on Form 8-K/A to include
disclosures set forth below under Item 2 and Item 7. Certain information
previously included under Item 5 of this Form 8-K has been deleted because
it has been included below under Item 2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 7, 2001, at 5:00 p.m., central time (the "Effective
Time"), Cantel Medical Corp. ("Cantel") completed its merger with Minntech
Corporation ("Minntech"). Pursuant to the previously announced Agreement
and Plan of Merger, dated as of May 30, 2001, among Cantel, Canopy Merger
Corp., a wholly owned subsidiary of Cantel ("Merger Sub"), and Minntech
(the "Merger Agreement"), Merger Sub merged with and into Minntech, with
Minntech surviving as a wholly owned subsidiary of Cantel (the "Merger").
At a Special Meeting of Stockholders held on September 6, 2001, Cantel's
stockholders approved, among other things, the issuance of shares of Cantel
common stock required to consummate the Merger.
As a result of the Merger, each share of Minntech common stock, par
value $0.05 per share (the "Minntech Common Stock"), issued and outstanding
immediately prior to the Effective Time (other than shares owned by Cantel)
has been converted into the right to receive $6.25 in cash (the "Cash
Consideration") and .2216 (the "Exchange Ratio") of a share of common
stock, par value $0.10 per share, of Cantel (the "Cantel Common Stock").
The Exchange Ratio was determined in accordance with the Merger Agreement
by dividing $4.25 by $19.18, the average closing price of Cantel Common
Stock during the seven consecutive trading day period ending August 28,
2001, the trading day immediately preceding the fifth trading day prior to
Minntech's shareholders meeting. The Cash Consideration and the method used
to calculate the Exchange Ratio were determined by arms-length negotiations
between Cantel and Minntech.
Based on the number of shares of Minntech Common Stock outstanding on
July 24, 2001, Cantel expects to pay approximately $41,391,913 in cash and
to issue approximately 1,467,592 shares of Cantel Common Stock in exchange
for the issued and outstanding shares of Minntech Common Stock. Cantel will
finance the cash portion of the merger consideration out of available cash
of Cantel and Minntech, as well as through borrowings under a new senior
secured credit facility of up to $42.5 million with Fleet National Bank,
PNC Bank, N.A. and Wells Fargo Bank, N.A. Cantel will account for the
Merger using the purchase method of accounting.
Minntech has developed and currently markets a wide variety of medical
device reprocessing and fluid filtration and separation products for the
renal dialysis, medical device disinfection, cardiosurgery, pharmaceutical,
biotechnology and semiconductor industries. Minntech is a leader in renal
dialyzer reprocessing, providing a broad product line that includes a
reprocessing system and a sterilant that each command the largest market
share in the U.S. in their respective categories. Cantel expects to
continue to use Minntech's assets in substantially the same manner as they
were used by Minntech prior to the acquisition.
There were no material relationships between Cantel and Minntech prior
to the consummation of the Merger. In accordance with the terms of the
Merger Agreement, on September 6, 2001, Dr. Fred Shapiro, who previously
served on the Minntech Board of Directors, was elected to the Board of
Directors of Cantel, effective as of the Effective Time.
On September 7, 2001, Cantel issued a press release announcing the
effectiveness of the Merger, a copy of which is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b) Financial statements and pro forma financial information
will be filed by amendment to this report not later than 60 days from
September 24, 2001.
(c) Exhibits:
2.1 Agreement and Plan of Merger among Cantel
Medical Corp., Canopy Merger Corp. and
Minntech Corporation, dated as of May 30,
2001 (incorporated by reference to Annex A to
the joint proxy statement/prospectus dated
July 30, 2001 included in a Registration
Statement on Form S-4 filed by Cantel Medical
Corp. on July 30, 2001).
99.1 Press Release, dated September 7, 2001.*
* Previously filed.
SIGNATURE
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 thereunto duly authorized.
Cantel Medical Corp.
/s/ James P. Reilly
-------------------------------------
James P. Reilly
President and Chief Executive Officer
Date: October 2, 2001
EXHIBIT INDEX
Exhibit
2.1 Agreement and Plan of Merger among Cantel
Medical Corp., Canopy Merger Corp. and
Minntech Corporation, dated as of May 30,
2001 (incorporated by reference to Annex A to
the joint proxy statement/prospectus dated
July 30, 2001 included in a Registration
Statement on Form S-4 filed by Cantel Medical
Corp. on July 30, 2001).
99.1 Press Release, dated September 7, 2001.*
* Previously filed.