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: June 3, 1998
DEPUY, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12229 35-1989795
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
700 Orthopaedic Drive
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
(219) 267-8143
(Registrant's telephone number, including area code)
Page 1 of 4 Pages
Item 2. Acquisition or Disposition of Assets.
On June 3, 1998, the Company completed its acquisition of all the issued
and outstanding shares of capital stock of AcroMed Corporation ("AcroMed")
(AcroMed, which is based in Cleveland, Ohio, designs and sells spinal implants
and related products). The acquisition was affected through the merger of a
newly-formed, wholly-owned subsidiary of the Company with and into AcroMed, as a
result of which the Company became the sole shareholder of AcroMed.
All the outstanding shares of and options to acquire shares of AcroMed
which were outstanding at the effective time of the merger were converted into
the right to receive a cash payment in accordance with a formula set forth in
the agreement and plan of merger. The aggregate consideration paid to the
holders of shares of AcroMed or options to purchase shares of AcroMed was
approximately $325 million. The purchase price was determined through a
competitive bidding process, followed by additional negotiations between the
Company and representatives of the holders of shares of AcroMed. Of such
consideration, $200 million was financed through the Company's $300 million
syndicated revolving credit facility for which The First National Bank of
Chicago is the agent; the remaining $125 million of the purchase price was paid
from the Company's internal cash resources.
The Company will file the financial statements and pro forma financial
statements required by Item 7 of Form 8-K through an amendment to this report
within the time period prescribed under the Form.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of March 18, 1998 among
AcroMed Corporation, DePuy, Inc. and DP Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to the Company's
Quarterly Report on Form 10-Q for the period ended March 31,
1998)* **
* Does not include certain exhibits to the Agreement and Plan of Merger. A
list briefly identifying all omitted exhibits has been provided in Exhibit
2.1 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1998. The Company will furnish supplementally to the Securities
and Exchange Commission upon request a copy of any omitted exhibit.
** Confidential material omitted and filed separately with the Securities and
Exchange Commission pursuant to the Company's Application for Confidential
Treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
Page 2 of 4 Pages
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.
DEPUY, INC.
Date: June 17, 1998
By: /s/ Thomas J. Oberhausen
---------------------------
Name: Thomas J. Oberhausen
Title: Sr. Vice President,
Finance and Chief
Financial Officer
Page 3 of 4 Pages
EXHIBIT INDEX
Exhibit No. Description Page No.
- - ----------- ----------- --------
2.1 Agreement and Plan of Merger dated as of March
18,1998 among AcroMed Corporation, DePuy, Inc.
and DP Merger Sub, Inc. (incorporated by reference
to Exhibit 2.1 to the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 1998)* **
* Does not include certain exhibits to the Agreement and Plan of Merger. A
list briefly identifying all omitted exhibits has been provided in Exhibit
2.1 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1998. The Company will furnish supplementally to the Securities
and Exchange Commission upon request a copy of any omitted exhibit.
** Confidential material omitted and filed separately with the Securities and
Exchange Commission pursuant to the Company's Application for Confidential
Treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
Page 4 of 4 Pages