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): May 24, 1995
MEDCHEM PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State or other jurisdiction of incorporation)
1-9899 04-2471310
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(Commission File Number) (IRS Employer Identification No.)
232 WEST CUMMINGS PARK, WOBURN, MASSACHUSETTS 01801
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (617) 932-5900
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On May 24, 1995, MedChem Products, Inc. (the "Registrant") announced that
it had entered into an Agreement and Plan of Merger (the "Merger Agreement")
among C.R. Bard, Inc. ("Bard"), CRB Acquisition Corp., a wholly-owned subsidiary
of Bard, and the Registrant providing for the acquisition by Bard of the
Registrant in a stock-for-stock merger (the "Merger"). Under the terms of the
Merger Agreement, at the effective time of the Merger (the "Effective Time"),
each issued and outstanding share of the Registrant's common stock, par value
$.01 per share, shall be converted into the right to receive a fraction of a
share of common stock, par value $.25 per share, of Bard, determined by dividing
$9.25 by the average closing price of Bard common stock during the 15-day period
immediately preceding the Effective Time, subject to adjustment under certain
circumstances. Bard has agreed to register the shares of its common stock issued
to the Registrant's stockholders in the Merger.
In connection with the Merger Agreement, the Registrant granted Bard an
option (the "Option") to purchase from the Registrant all of the outstanding
common stock, par value $.10 per share, of Gesco International, Inc., for an
aggregate purchase price, payable in cash, equal to $65,000,000. The Option may
be exercised in the event the Merger Agreement is terminated under certain
circumstances specified therein. The Option was granted pursuant to an Option
Agreement, dated as of May 24, 1995, between Bard and the Registrant.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits. See Exhibit Index.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDCHEM PRODUCTS, INC.
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(Registrant)
/s/ John McDonough
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John McDonough
Vice President, Finance
June 6, 1995
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Date
Exhibit Index
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Page No.
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2(A) Agreement and Plan of Merger, dated as of May 24,
1995, among C.R. Bard, Inc., CRB Acquisition
Corp. and MedChem Products, Inc. For a list of
omitted Exhibits and Schedules, see pages v and
vi of the Table of Contents to the Agreement and
Plan of Merger. The Registrant will furnish a
copy of any omitted Exhibit or Schedule to the
Securities and Exchange Commission upon request.
2(B) Option Agreement, dated as of May 24, 1995,
between C.R. Bard, Inc. and MedChem Products,
Inc.
20 Press Release dated May 24, 1995.