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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): DECEMBER 18, 2001
NOVAMETRIX MEDICAL SYSTEMS INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 20-8969 06-0977422
(State or other Jurisdiction) (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5 Technology Drive
WALLINGFORD, CONNECTICUT
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 265-7701
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Item 5. Other Events.
On December 18, 2001, Novametrix Medical Systems Inc. (the
"Company") announced that it has entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Respironics Holdings, Inc., a Delaware corporation
and direct, wholly-owned subsidiary of Respironics, Inc. ("Respironics"), a
Delaware corporation, pursuant to which Respironics will acquire the Company.
The merger has been unanimously approved by the Boards of Directors
of both companies. Combined revenues of the two companies are approximately $490
million for the latest twelve months. This tax-free, stock-for-stock transaction
is valued at $8.65 per share to the Company's stockholders, or $90 million,
based on the assumption of approximately $6.0 million in debt and Respironics'
December 17, 2001 closing price of $34.59. The actual exchange ratio will be
determined based upon the weighted average selling prices of Respironics' stock
during a 20-day trading period prior to the closing and is subject to a collar
as described below. The merger is subject to approval by the stockholders of the
Company, regulatory approval and other customary closing conditions. Completion
is expected during the first quarter of calendar year 2002.
Under the terms of the collar, if Respironics' weighted average
stock price is from $30.00 to $31.99 per share over a 20-day trading period
ending three days prior to the closing of the transaction, the Company's
stockholders will receive Respironics stock in an amount equal to $8.00 per
share of Company common stock. If Respironics' weighted average stock price is
from $32.00 to $35.00 over the relevant trading period, the Company's
stockholders will receive 0.25 shares of Respironics stock for each share of
Company common stock, resulting in a value between $8.00 and $8.75 per share. If
Respironics' weighted average stock price is above $35.00, the Company's
stockholders will receive Respironics stock in an amount equal to $8.75 per
share of Company common stock. If Respironics' weighted average stock price is
below $30.00, Novametrix stockholders will receive 0.2667 shares of Respironics
stock unless the Company exercises its right to terminate the merger as provided
in the Merger Agreement.
A copy of the Merger Agreement is attached hereto as Exhibit 2 and
is incorporated herein by reference. The foregoing description is qualified in
its entirety by reference to the Merger Agreement.
Prior to the execution of the Merger Agreement, the Company entered
into an amendment (the "Rights Amendment") to the Rights Agreement dated as of
December 29, 1999, between Novametrix and Mellon Investor Services LLC (formerly
ChaseMellon Investor Services, LLC), as Rights Agent (the "Rights Agreement").
The Rights Amendment rendered the Rights Agreement inapplicable to the
transactions contemplated by the Merger Agreement. A copy of the Rights
Amendment is attached hereto as Exhibit 4(a). The foregoing description is
qualified in its entirety by reference to the Rights Amendment.
Concurrently with the execution of the Merger Agreement, certain
stockholders of the Company, consisting of all members of the Board of Directors
of Novametrix and certain senior members of Novametrix's management (the
"Stockholders"), entered into a voting agreement (the "Voting Agreement") with
Respironics pursuant to which each Stockholder
agreed, among other things, to vote all of such Stockholder's shares of Company
common stock in favor of the approval of the merger and adoption of the Merger
Agreement. A copy of the form of Voting Agreement entered into by the
Stockholders and Respironics is attached hereto as Exhibit 4(b) and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the Voting Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
No. Description
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2 Agreement and Plan of Merger dated as of December 17, 2001 by and
between the Company and Respironics Holdings, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of Respironics,
Inc., a Delaware corporation ("Respironics"), together with
Guarantee dated as of December 17, 2001 of Respironics. Pursuant to
Reg. S-K, Item 601(b)(2), the Company agrees to furnish a copy of
the Company Disclosure Schedule to such agreement to the Securities
and Exchange Commission upon request.
4(a) Amendment No. 1 dated as of December 17, 2001 by and between the Company
and Mellon Investor Services LLC (formerly ChaseMellon Investor
Services, L.L.C.), as Rights Agent, to the Rights Agreement dated as of
December 29, 1999 by and between the Company and ChaseMellon Investor
Services, L.L.C., as Rights Agent.
4(b) Form of Voting Agreement dated as of December 17, 2001 by and between
Respironics, Inc. and each of Jeffery A. Baird, Steven A. Brown,
Catherine N. Bush, Paul A. Cote, Vartan Ghugasian, Thomas M. Haythe,
William J. Lacourciere, John P. Mahoney, Gary McAndrew, Philip F. Nuzzo,
Thomas M. Patton, Photios T. Paulson, Anthony Pierry, Robert H.
Schiffman, Patrick J. Shannon, Steven J. Shulman, Paul S. Valentine and
Joseph A. Vincent.
99 Joint Press Release of the Company and Respironics dated December 18,
2001.
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.
NOVAMETRIX MEDICAL SYSTEMS INC.
Date: December 26, 2001
By: /s/William J. Lacourciere
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William J. Lacourciere
Chairman and Chief Executive Officer
EXHIBIT INDEX
No. Description
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2 Agreement and Plan of Merger dated as of December 17, 2001 by and
between the Company and Respironics Holdings, Inc., a Delaware
corporation and direct, wholly-owned subsidiary of Respironics,
Inc., a Delaware corporation ("Respironics"), together with
Guarantee dated as of December 17, 2001 of Respironics. Pursuant to
Reg. S-K, Item 601(b)(2), the Company agrees to furnish a copy of
the Company Disclosure Schedule to such agreement to the Securities
and Exchange Commission upon request.
4(a) Amendment No. 1 dated as of December 17, 2001 by and between the
Company and Mellon Investor Services LLC (formerly ChaseMellon Investor
Services, L.L.C.), as Rights Agent, to the Rights Agreement dated as of
December 29, 1999 by and between the Company and ChaseMellon Investor
Services, L.L.C., as Rights Agent.
4(b) Form of Voting Agreement dated as of December 17, 2001 by and between
Respironics, Inc. and each of Jeffery A. Baird, Steven A. Brown,
Catherine N. Bush, Paul A. Cote, Vartan Ghugasian, Thomas M. Haythe,
William J. Lacourciere, John P. Mahoney, Gary McAndrew, Philip F.
Nuzzo, Thomas M. Patton, Photios T. Paulson, Anthony Pierry, Robert H.
Schiffman, Patrick J. Shannon, Steven J. Shulman, Paul S. Valentine and
Joseph A. Vincent.
99 Joint Press Release of the Company and Respironics dated December 18,
2001.