SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 29, 1999
MECON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27048 94-2702762
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
200 Porter Drive, Suite 100, San Ramon, California 94593
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(Address of principal executive offices) (Zip Code)
(925) 838-1700
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(Registrant's telephone number, including area code)
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(former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On November 29, 1999, Mecon, Inc., a Delaware corporation (the
"Company"), General Electric Company, a New York corporation ("Parent"), and
Diamond Merger Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Agreement"), pursuant to which Merger Sub will be merged (the "Merger") with
and into the Company, with the Company surviving the Merger and becoming a
wholly-owned subsidiary of Parent. Under the terms of the Agreement, each issued
and outstanding share of the Company common stock, other than shares owned by
Parent, Merger Sub or the Company, will be converted into the right to receive
$11.25 per share payable in Parent common stock. The Agreement is filed as
Exhibit 2.1 hereto and is incorporated herein by reference. The Company and
Parent also entered into a Stock Option Agreement dated as of November 29, 1999,
pursuant to which Parent has the right in certain circumstances to acquire a
number of shares of the Company's common stock equal to 19.9% of the Company's
outstanding common stock for $11.25 per share. The Stock Option Agreement is
filed as exhibit 10.1 hereto and is incorporated herein by reference.
In connection with the Agreement, on November 29, 1999, the
Company amended its Preferred Shares Rights Agreement dated as of April 9, 1997
(the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, L.L.C. in order to render the rights inapplicable to the Merger and
other transactions contemplated by the Agreement. A copy of the Rights
Agreement Amendment is attached hereto as Exhibit 4.1 and is incorporated herein
by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are filed as part of this Report:
2.1 Agreement and Plan of Merger dated as of November 29, 1999,
among Parent, Diamond Merger Corp. and the Company
4.1 Preferred Shares Rights Agreement Amendment dated as of
November 29, 1999, between the Company and ChaseMellon
Shareholder Services, L.L.C.
10.1 Stock Option Agreement dated as of November 29, 1999,
between the Company and Parent
99.1 Joint Press Release of the Company and Parent dated
November 29, 1999
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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 hereunto duly authorized.
Dated: November 29, 1999
MECON, INC.
By: /s/ Vasu Devan
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Name: Vasu Devan
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibits.
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2.1 Agreement and Plan of Merger dated as of November 29, 1999, among
Parent, Diamond Merger Corp. and the Company
4.1 Preferred Shares Rights Agreement Amendment dated as of November 29,
1999, between the Company and ChaseMellon Shareholder Services, L.L.C.
10.1 Stock Option Agreement dated as of November 29, 1999, between the
Company and Parent
99.1 Joint Press Release of the Company and Parent dated November 29, 1999
4