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) January 28, 1994
PURITAN-BENNETT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-3717 44-0399150
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9401 Indian Creek Parkway, Overland Park, Kansas 66225-5905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (913) 661-0444
NONE
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 28, 1994, the registrant, through a wholly owned foreign
subsidiary, purchased all of the outstanding common stock of Societe d'Etude et
Fabrication d'Appareillage Medical, a French "Societe Anonyme (S.A.)" ("SEFAM"),
a leading European supplier of diagnostic and therapeutic systems used to treat
sleep disorders. Registrant's subsidiary paid a total of 74,300,000 French
francs (approximately U.S. $12.6 million) in cash and 426,929 restricted shares
of registrant's common stock to the shareholders of SEFAM. The purchase price
was based on a multiple of SEFAM's sales plus an allowance for products under
development. Mr. Pierrick Haan, the principal shareholder of SEFAM, was the
only recipient of registrant's stock and will remain as president and a member
of the Board of Directors of SEFAM.
The majority of the funds used for this acquisition were secured by a short
term bank loan extended by Commerce Bank of Kansas City, N.A. and Wachovia Bank
of Georgia, N.A.
Item 7. Financial Statements and Exhibits.
(a) and It is impracticable at this time to provide the financial statements
(b) required by Item 7(a) and (b) of Form 8-K. The required financial
statements will be filed by amendment to this Form 8-K as soon as they
become available, but in no event later than 60 days after the date
upon which this Form 8-K must be filed.
(c) Exhibits.
(2) The Stock Purchase Agreement dated December 14, 1993 is attached
hereto as Exhibit 2. The schedules and exhibits to the Stock Purchase
Agreement have not been filed. The Company agrees to provide the
Commission supplementally with a copy of any exhibit or schedule
requested by the Commission.
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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.
PURITAN-BENNETT CORPORATION
-------------------------------------
(Registrant)
February 3, 1994 /s/ Derl Treff
-------------------------------------
Derl Treff, Treasurer
3
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
2 Stock Purchase Agreement 5
dated December 14, 1993.