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): September 10, 1996
Aequitron Medical, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-11571 41-1359703
(Commission File Number) (I.R.S. Employer Identification Number)
14800 28th Avenue North
Plymouth, Minnesota 55447
(Address of Principal Executive Offices) (Zip Code)
612-557-9200
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 10, 1996 Aequitron Medical, Inc. (the "Company") announced
the proposed merger with Nellcor Puritan Bennett Incorporated and issued the
following press release:
FOR IMMEDIATE RELEASE
Contact: Dave Neuger or Bill Milne
Neuger Henry Bartkowski Aequitron Medical, Inc.
612/344-1010 (Direct Dial) 612/557-9200
612/699-6730 (Home)
NELLCOR PURITAN BENNETT TO ACQUIRE AEQUITRON
IN $61 MILLION TRANSACTION
Pleasanton, CA and Minneapolis, MN -- September 10, 1996 -- Nellcor
Puritan Bennett Incorporated (Nasdaq: NELL) and Aequitron Medical, Inc. (Nasdaq:
AQTN) today announced that their boards of directors have approved a definitive
agreement for Nellcor Puritan Bennett to acquire Aequitron in a stock-for-stock
merger valued at approximately $61 million.
Under the terms of the agreement, Aequitron stockholders will receive
0.432 of a share of Nellcor Puritan Bennett common stock for each outstanding
share of Aequitron common stock, which is the equivalent of $10.75 a share based
on the closing price on September 9, 1996. This exchange ratio is subject to
adjustment based on the trading value of Nellcor Puritan Bennett common stock
for the 10 day period ending on the 5th trading day prior to the special meeting
of shareholders. The exchange ratio is fixed within a range between $23.14 and
$26.61 per share for Nellcor Puritan Bennett common stock and is subject to a
maximum 0.440. The acquisition is intended to qualify as a tax-free
reorganization and a pooling-of-interests for tax and financial reporting
purposes.
Aequitron is a leading producer of medical electronic respiratory
products for home health care and hospital use, and wheelchair lifts and
automobile hand controls for people who face mobility challenges. The company
was founded in 1980 and is headquartered in Minneapolis, MN. For the fiscal year
ended April 30, 1996, Aequitron reported revenue of $38.5 million.
"The acquisition of Aequitron is another excellent strategic fit for
Nellcor Puritan Bennett," said C. Raymond Larkin, Jr., Nellcor Puritan Bennett's
president and chief executive officer. "Aequitron's product line is
complementary to our own and includes a line of compact, portable ventilators
which fills an important gap in our ventilator product line. With the addition
of what we believe are the leading portable ventilators in the market, Nellcor
Puritan Bennett will have the broadest ventilator line in the industry. This
acquisition is one more step in our strategy of providing the broadest offering
of products for monitoring, diagnosing and treating the respiratory-impaired
patient."
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This press release includes forward-looking statements which are
subject to change. The acquisition is subject to several conditions, including
approval by stockholders of Aequitron and requisite regulatory approvals.
Additional information on factors that may affect the companies' businesses may
be found in their respective annual reports on Form 10-K together with their
recent respective quarterly reports on Form 10-Q.
Nellcor Puritan Bennett Incorporated is the worldwide leader in
providing products to monitor, diagnose and treat the respiratory-impaired
patient across the continuum of care.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits: None.
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.
Dated: September 12, 1996
AEQUITRON MEDICAL, INC.
By /s/ James B. Hickey, Jr.
James B. Hickey, Jr., President and
Chief Executive Officer
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