SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 11, 1996
SURVIVAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-5958 52-0898764
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
2275 Research Boulevard, Rockville, MD 20850
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 926-1800
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 11, 1996, Survival Technology, Inc. ("STI"
or the "Registrant") entered into an Agreement and Plan of
Merger ("Agreement") with Brunswick Biomedical Corporation
("Brunswick"), the holder of approximately 61.1% of the
Registrant's outstanding shares of common stock.
As previously reported, in connection with STI Board
approval of the transaction between the Sarnoff estate and
Brunswick, Brunswick agreed to various measures designed to
protect the interests of STI minority stockholders. As part
of those measures, Bruce M. Dresner and E. Andrews Grinstead,
III are serving on a special STI Board committee that, among
other things, negotiated and approved the Agreement based on a
fairness opinion delivered by Lehman Brothers, Inc., the
financial advisor retained by the special committee.
Pursuant to the definitive Agreement, each of Brunswick's
outstanding shares of common stock (other than shares held by
Brunswick as treasury stock and dissenting shares) will be
converted into a right to receive 2.1 shares of STI's common
stock. Each of Brunswick's outstanding shares of preferred
stock (other than shares held by Brunswick as treasury stock
and dissenting shares) will be converted into a right to
receive 2.1 shares of STI's common stock and a warrant to
purchase .4 shares of STI's common stock at an exercise price
of $11.00 per share exercisable for a period of five years
following the merger. In addition, STI will assume
Brunswick's obligations under outstanding options and
warrants. These provisions of the Agreement will result in
approximately 1.7 million shares of STI common stock being
issued in exchange for the Brunswick stock at the time of the
merger and may result in additonal issuances of approximately
1.05 million shares of STI common stock if all options and
warrants were exercised and the required consideration were
paid. Each of the 1,888,126 shares of STI common stock
currently owned by Brunswick will be retired in the merger.
Consummation of the merger is subject to the receipt of
requisite stockholder approvals following distribution of
proxy and offering materials and the satisfaction of certain
other conditions to closing.
For information regarding certain of the terms of the
Agreement, reference is made to the press release of the
Registrant dated September 11, 1996 and a copy of the
Agreement, which are attached hereto or incorporated herein by
reference as Exhibits.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
2 Agreement and Plan of Merger dated
September 11, 1996. (incorporated by
reference herein from Exhibit 6(a) to Amendment
No. 1 to Schedule 13D filed by Brunswick
Biomedical Corporation dated September 13,
1996).
2.1 Form of First Amended and Restated
Certificate of Incorporation of the
Registrant (incorporated by reference herein
from Exhibit 6(b) to Amendment No. 1 to
Schedule 13D filed by Brunswick Biomedical
Corporation dated September 13, 1996).
2.2 Form of Amended and Restated By-Laws of the
Registrant (incorporated by reference herein
from Exhibit 6(c) to Amendment No. 1 to
Schedule 13D filed by Brunswick Biomedical
Corporation dated September 13, 1996).
99 Press Release dated September 11, 1996.
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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, thereunto duly authorized.
SURVIVAL TECHNOLOGY, INC.
Date: September 12, 1996 By: /s/Jeffrey W. Church
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Jeffrey W. Church
Sr. Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Location in
Sequentially
Numbered Copy
2 Agreement and Plan of Merger dated
September 11, 1996 (incorporated
by reference herein from Exhibit 6(a)
to Amendment No. 1 to Schedule 13D
filed by Brunswick Biomedical
Corporation dated September 13,
1996).
2.1 Form of First Amended and Restated
Certificate of Incorporation of the
Registrant (incorporated by
reference herein from Exhibit 6(b)
to Amendment No. 1 to Schedule 13D
filed by Brunswick Biomedical
Corporation dated September 13,
1996).
2.2 Form of Amended and Restated
By-Laws of the Registrant
(incorporated by reference herein
from Exhibit 6(c) to Amendment
No. 1 to Schedule 13D filed by
Brunswick Biomedical Corporation
dated September 13, 1996).
99 Press Release dated September 11,
1996. 6
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