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 April 24, 1995
(Date of earliest event reported)
CABOT MEDICAL CORPORATION
(exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
0-14343 23-2240207
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(Commission File Number) (IRS Employer
Identification Number)
2021 Cabot Blvd. West, Langhorne, PA 19047
(Address of principal executive offices) (Zip Codes)
(215) 752-8300
(Registrant's telephone number, including area code)
CABOT MEDICAL CORPORATION
ITEM 5. OTHER EVENTS
On April 24, 1995, Cabot Medical Corporation (the "Company") entered
into an Agreement and Plan of Reorganization by and among Circon, Inc.
("Circon"), Circon Sub Corp. and the Company (the "Agreement"), whereby the
Company and Circon would merge in a stock for stock transaction to be accounted
for as a pooling of interests. Under the terms of the Agreement, shareholders
of the Company would receive 0.415 share of Circon common stock in exchange for
each Company share held. Based on Circon's April 24, 1995 closing stock price
of $21 7/8, the exchange value for each share of the Company would equal $9.08,
for a total value of approximately $105 million. The closing of the merger is
subject to various conditions including but not limited to the approval of the
shareholders of both the Company and Circon and the receipt by Circon of
financing of approximately $50 million to cover the potential early retirement
of the Company's convertible subordinated notes, receipt of fairness opinions
and opinions regarding the ability to account for the transaction as a pooling
of interests. The merger is expected to close during the third calendar quarter
of 1995.
As part of the proposed merger, shareholders who beneficially own
approximately 29.5% of the issued and outstanding common stock of the Company
have agreed to vote their shares in favor of the proposed merger.
CABOT MEDICAL CORPORATION
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 duly authorized.
CABOT MEDICAL CORPORATION
Date: April 26, 1995 /S/Warren G. Wood
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Warren G. Wood, Chairman of the Board
Chief Executive Officer and President
Date: April 26, 1995 /S/Marvin Sharfstein
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Marvin Sharfstein, Vice President of
Corporate Development