SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) July 22, 1999
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Hudson Respiratory Care Inc.
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(Exact name of registrant as specified in its charter)
California 333-56097 95-1867330
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
27711 Diaz Road, P.O. Box 9020, Temecula, CA 92589
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 676-5611
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Not applicable
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
(a) On July 22, 1999, the Registrant, through its indirect, wholly-
owned subsidiary Steamer Holding AB, a company organized under the laws of
Sweden ("Steamer"), acquired a majority of the outstanding capital stock of
Louis Gibeck AB, a company organized under the laws of Sweden ("LGAB").
Pursuant to a series of private purchases and a tender offer consummated
pursuant to Swedish law, Steamer acquired 604,000 shares of Class A stock and
2,452,838 shares of Class B stock representing approximately 82.1% of the
capital and 62.9% of the voting power of LGAB at a price of 115 Swedish krona
(approximately $13.60 at the July 22 exchange rate) per share of Class A stock
and Class B stock for an aggregate cash purchase price of approximately $44.0
million. In addition, on August 5, 1999, Steamer acquired an additional 483,750
shares of Class A stock of LGAB from River Holding Corp., a Delaware corporation
and the parent of Steamer and the Registrant ("River"), which shares River
acquired in a private transaction in exchange for 525,042 shares of common stock
of River ("River Common Stock"). The exchange ratio for the Class A stock was
the same as the effective price per share of the shares acquired in the tender
offer. After giving effect to this exchange and the conversion of the Series A
stock acquired by Steamer in the tender offer into Series B stock, Steamer holds
approximately 95.1% of the capital and 97.7% of the voting power of LGAB. The
Registrant intends that Steamer, through continuing purchases and a statutory
freezeout and appraisal procedure under Swedish law, will acquire the remaining
outstanding shares of LGAB as soon as practicable.
The cash for the purchase price and certain related transaction costs
was funded with (i) $22.0 million in gross proceeds from the sale of River
Common Stock to the majority stockholder of River, (ii) a $22.0 million loan
from the majority stockholder of River to Steamer's parent, HRC Holding Inc., a
Delaware corporation and a wholly-owned subsidiary of the Registrant ("HRCH"),
and (iii) funding of 50 million Swedish krona (approximately $5.9 million)
pursuant to the terms of a Loan Facility Agreement between Steamer and Svenska
Handelsbanken AB.
The LGAB purchase price was arrived at by means of arm's length
bargaining among the parties to the acquisition. In September 1998, the
Registrant acquired certain assets of Gibeck, Inc., a subsidiary of LGAB, for
approximately $3.35 million. In conjunction with that transaction, the
Registrant became the exclusive North American distributor of LGAB's "Heat
Moisture Exchange" ("HME") product line. Prior to the acquisition, there was no
other material relationship between LGAB and the Registrant, River, HRCH,
Steamer or any of their affiliates, or any director, officer or shareholder of
the foregoing.
(b) Founded in 1954, LGAB develops, manufactures and markets medical
device products which humidify, heat and filter a patient's breathing gases
during anesthesia and intensive care. LGAB is a market leader in the area HME
products, with an approximately 25% share of the world market. Following the
acquisition, the Registrant intends to continue LGAB's operations in
substantially the same manner as conducted prior to the acquisition.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of LGAB required to be filed as part of this
Report will be provided by amendment within 60 days from the date of this
Report.
(b) Pro forma financial information.
The pro forma financial statements required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
(c) Exhibits.
2.1 Agreement dated May 7, 1999 between Sten Gibeck, the Registrant
and River.
2.2 Agreement dated May 7, 1999 between Euroventures Nordica I B.V.,
the Registrant and River.
2.3 Agreement dated May 7, 1999 between Forsakrings AB Skandia and
Livforsakrings AB Skandia, the Registrant and River.
2.4 Agreement dated May 7, 1999 between Maud Gibeck, the Registrant
and River.
2.5 Stock Subscription Agreement dated August 4, 1999 between Sten
Gibeck, River, FS Equity Partners III, L.P., FS Equity Partners
International, L.P. and FS Equity Partners IV, L.P.
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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.
Date: August 6, 1999
HUDSON RESPIRATORY CARE INC.
By: /s/ Jay R. Ogram
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Jay R. Ogram
Chief Financial Officer
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