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) MARCH 15, 1996
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CANTEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its character)
DELAWARE 0-6132 22-1760285
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1135 BROAD STREET, CLIFTON, NEW JERSEY 07013
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 201-470-8700
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) and (b) On March 15, 1996 Cantel Industries, Inc., a Delaware
corporation (the "Company"), pursuant to the terms of an Agreement and Plan
of Merger dated as of November 14, 1995 (the "Merger Agreement") by and among
the Company, Cantel Acquisition Corp., a newly formed Minnesota corporation
which is a wholly owned subsidiary of the Company ("Newco"), and MediVators,
Inc., a Minnesota corporation ("MediVators"), the Company acquired all of the
issued and outstanding capital stock of MediVators through the merger (the
"Merger") of Newco with and into MediVators. Pursuant to the Merger,
MediVators became a wholly-owned subsidiary of Cantel in consideration for
the conversion of each issued and outstanding share of MediVators Series A
Common Stock ("Series A Stock") and Series B 10% Cumulative Redeemable
Convertible Common Stock ("Series B Stock") into .2571 and .7713 shares of
Cantel Common Stock, respectively. The Company intends to continue to devote
the assets acquired through the Merger to the operation of the business of
MediVators.
The above transaction is more fully described in the Joint Proxy
Statement/Prospectus (the "Proxy Statement/ Prospectus") included in the
Company's Registration Statement on Form S-4, Registration Statement No.
33-64727 (the "S-4"), which became effective on February 8, 1996 and which
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements. The following financial statements of
MediVators are filed as part of this Current Report on Form 8-K:
(1) The Consolidated Financial Statements of MediVators for
the fiscal years ended December 31, 1994 and December
31, 1993. Incorporated herein by reference to Item 7 of
the Annual Report on Form 10-KSB of MediVators for the
fiscal year ended December 31, 1994.
(2) The Consolidated Financial Statements of MediVators for
the nine months ended September 30, 1995. Incorporated
herein by reference to Part I of the Quarterly Report
on Form 10-QSB of MediVators for the quarterly period
ended September 30, 1995.
(b) Pro-Forma Financial Information. The unaudited pro forma combined
condensed statements of operations of the Company for the fiscal years ended
July 31, 1995, 1994, and 1993 and the three month periods ended October 31, 1995
and 1994, and the unaudited pro forma combined condensed balance sheet of the
Company as at October 31, 1995. Incorporated herein by reference to the Proxy
Statement/Prospectus included in the S-4.
(c) The following exhibits are filed herewith:
(1) The Merger Agreement. Incorporated herein by reference to
Annex I to the Proxy Statement/Prospectus included in the
S-4.
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 thereunto duly authorized.
CANTEL INDUSTRIES, INC.
By: /s/ James P. Reilly
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James P. Reilly,
President
Dated: March 28, 1996