SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 16, 1999
Date of Report (Date of earliest event reported)
BIOMET, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-12515 35-1418342
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
Airport Industrial Park 46581-0587
P.O. Box 587 (Zip Code)
Warsaw, Indiana
(Address of principal
executive offices)
Registrant's telephone number, including area code (219) 267-6639
Item 5. Other Events
The Board of Directors has adopted a new Shareholder Rights Plan (the
"Plan") to replace a 1989 rights plan that expired on December 2, 1999.
The purpose of the Plan is to deter certain coercive tactics that have
been used to acquire control of public corporations and to enable the
Board of Directors to represent effectively the interests of the
shareholders in the event of a takeover attempt. The Plan will not
deter negotiated mergers or business combinations that the Board of
Directors determines to be in the shareholders best interests and in
the best interests of the Company. The Plan is designed to force an
acquiror to deal with the Board of Directors. If the acquiror's
proposal is not approved by the Board, the issuance of the Rights
provided for in the Plan would dramatically alter the capital structure
of the Company thereby making the acquiror's proposal unattractive to
it. The involvement of the Board of Directors could improve the price
and terms of any acquisition proposal. The adoption of the Plan is not
in response to any specific acquisition proposal and the Company is not
aware of plans or proposals for the acquisition of control of the
Company. The Plan does not in any way alter the financial strength of
the Company or interfere with its business plans. The adoption of the
Plan is not dilutive, does not affect reported earnings per share, and
is not taxable to the shareholders or the Company.
Under the Plan, rights will attach to the outstanding common shares at
the rate of one right for each share held by shareholders of record at
the close of business on December 28, 1999. The rights will become
exercisable only if a person or group of affiliated persons (an
"Acquiring Person") acquires 15% or more of Biomet's common shares or
announces a tender offer or exchange offer that would result in the
acquisition of 30% or more of the outstanding common shares. At that
time, the rights may be redeemed at the election of the Board of
Directors of the Company. If not redeemed, then prior to the
acquisition by such person of 50% or more of the outstanding common
shares of Biomet, the Company may exchange the rights (other than
rights owned by the Acquiring Person, which would have become void) for
common shares (or other securities) of the Company on a one-for-one
basis. If not exchanged, the rights may be exercised and the holders
may acquire preferred share units or common shares of the Company
having a value of two times the exercise price of $175.00. Each
preferred share unit carries the same voting rights as one common
share. If the Acquiring Person engages in a merger or other business
combination with the Company, the rights would entitle the holders to
acquire shares of the Acquiring Person having a market value equal to
twice the exercise price of the rights. The Plan will expire in
December 2009. The distribution of the rights is not a taxable event
for shareholders of Biomet.
In connection with the adoption of the Plan, the Board of Directors
also approved the terms of the Series A Preferred Shares and adopted
the Restatement of the Articles of Incorporation of the Company
designating the relative rights, preferences and limitations of the
Series A Preferred Shares.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
3.01 Restatement of Articles of Incorporation as filed with
the Indiana Secretary of State on January 3, 2000.
4.01 Rights Agreement dated as of December 16, 1999 between
Biomet, Inc. and Lake City Bank, as Rights Agent.
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.
BIOMET, INC.
By: /s/Daniel P. Hann
------------------------------------------
Daniel P. Hann, Senior Vice President
and General Counsel
Dated: January 5, 2000
EXHIBIT INDEX
Number Assigned
In Regulation
S-K Item 601 Description of Exhibit
(3) 3.01 Restatement of Articles of Incorporation as filed
with the Indiana Secretary of State on January
3, 2000.
(4) 4.01 Rights Agreement dated as of December 16, 1999
between Biomet, Inc. and Lake City Bank, as Rights
Agent.