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 30, 2001
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-6132 22-1760285
(State or other jurisdiction of (Commission File Number) (IRS Employer
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.)
ITEM 5. OTHER EVENTS
On May 31, 2001, Cantel Medical Corp. ("Cantel") and Minntech Corporation
("Minntech") announced that they have entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 30, 2001, among Cantel, Canopy
Merger Corp., a wholly owned subsidiary of Cantel ("Merger Sub"), and Minntech.
A copy of the press release announcing the execution of the Merger
Agreement; a copy of the Merger Agreement; a copy of the commitment letter from
Fleet Bank, N.A. to Cantel, dated May 30, 2001, relating to the financing of the
cash consideration to be paid in the contemplated merger; and a copy of the
voting agreement, dated May 30, 2001, entered into by certain stockholders of
Cantel in connection with the contemplated merger, are attached hereto as
Exhibit 99.1, Exhibit 2, Exhibit 10 and Exhibit 9, respectively, and each is
incorporated herein by reference.
All stockholders should read the joint proxy statement/prospectus
concerning the merger that will be filed with the Securities and Exchange
Commission (the "SEC") and mailed to stockholders. The joint proxy
statement/prospectus will contain important information that stockholders should
consider before making any decision regarding the merger. Stockholders will be
able to obtain the joint proxy statement/prospectus, as well as other filings
containing information about Cantel and Minntech, without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the joint proxy statement/prospectus will also be available, without charge,
by contacting the Secretary of the appropriate company.
INFORMATION CONCERNING PARTICIPANTS
Cantel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Cantel in
connection with the merger. Information about the directors and executive
officers of Cantel and their ownership of Cantel stock is set forth in the
Cantel's Annual Report on Form 10-K for the fiscal year ended July 31, 2000.
Investors may obtain additional information regarding the interests of such
participants by reading the definitive joint proxy statement/prospectus when it
becomes available.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
All statements in this Form 8-K that do not directly and exclusively
relate to historical facts constitute "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include (but are not limited to) statements as to the
expected benefits of the merger and to the financial condition of the combined
company and other statements that may be identified by the use of the words
"anticipate," "believe," "estimate," "expect," "intend," and similar
expressions. These forward-looking statements represent Cantel's current
intentions, plans, expectations, and beliefs, and are subject to risks,
uncertainties, and other factors, many of which are beyond the control of
Cantel, that may cause actual results to differ materially. Among these risk
factors is the risk that the transaction may not be consummated due to the
failure to obtain necessary stockholder
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approvals, other conditions to closing of the transaction not being satisfied,
or the committed financing for the merger, which is subject to certain
conditions, not being funded. Second, if the transaction is consummated, factors
that could cause actual results, performance or achievements of Cantel, Minntech
or the combined company to differ materially from such forward-looking
statements include, but are not restricted to, risks associated with the
financing being obtained to complete the merger; the possibility that the
combined company will be unable to realize the anticipated benefits and
synergies of the merger; difficulties associated with successfully integrating
Cantel's and Minntech's businesses and technologies and the costs associated
with this integration; the possible failure of the combined company to retain
and hire key executives, technical personnel and other employees; difficulties
associated with the combined company managing its growth and the difficulty of
successfully managing a larger organization; the possible failure of the
combined company to successfully manage its changing relationships with
customers, suppliers, distributors, and strategic partners; the combined
company's ability to compete in highly competitive markets characterized by
changing technology; and the combined company's ability to maintain customer
acceptance of its products by meeting shifting consumer demands and changing
requirements. Other factors that could affect Cantel or the combined company's
actual results include risks identified in Cantel's and Minntech's respective
annual or periodic reports filed with the SEC. All of the risk factors included
in these filed documents are included herein by reference. The forward-looking
statements included in this document are made only as of the date of this
document. Cantel disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: The following documents are filed as exhibits
to this report:
2 Agreement and Plan of Merger, among Cantel
Medical Corp., Canopy Merger Corp. and Minntech
Corporation, dated as of May 30, 2001.
9 Voting Agreement, among Minntech Corporation and
each of the persons and entities listed on Annex
B thereto, dated May 30, 2001.
10 Commitment Letter, by and between Fleet Bank,
N.A. and Cantel Medical Corp., dated May 30,
2001.
99.1 Press Release, dated May 31, 2001.
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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/ Craig A. Sheldon
---------------------------------------
Craig A. Sheldon
Vice President
Date: May 31, 2001
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EXHIBIT INDEX
Exhibit
2 Agreement and Plan of Merger, among Cantel
Medical Corp., Canopy Merger Corp. and Minntech
Corporation, dated as of May 30, 2001.
9 Voting Agreement, among Minntech Corporation and
each of the persons and entities listed on Annex
B thereto, dated May 30, 2001.
10 Commitment Letter, by and between Fleet Bank,
N.A. and Cantel Medical Corp., dated May 30,
2001.
99.1 Press Release, dated May 31, 2001.
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