SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act 1934
Date of Report (Date of earliest event reported) February 11, 1998
-----------------
Respironics, Inc.
- --------------------------------------------------------------------------------
Delaware 000-16723 25-1304989
- --------------------------------------------------------------------------------
State of other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
1501 Ardmore Boulevard, Pittsburgh, PA 15221-4401
- --------------------------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (412) 731-2100
------------------------------
Item 2. Acquisition or Disposition of Assets.
On February 11, 1998, the Registrant completed the acquisition of Healthdyne
Technologies, Inc., a Georgia corporation ("Healthdyne"). The acquisition of
Healthdyne was consummated pursuant to an Agreement and Plan of Reorganization
and related Agreement and Plan of Merger, each dated as of November 10, 1997, as
amended, pursuant to which RIGA, Inc., a wholly owned subsidiary of the
Registrant, was merged with and into Healthdyne (the "Merger"). Upon
consummation of the Merger, approximately 11,900,000 shares of the Registrant's
common stock became issuable to the former stockholders of Healthdyne,
reflecting an exchange ratio of .9220 shares of the Registrant's common stock
for each outstanding share of Healthdyne's common stock. In addition,
approximately 1,300,000 additional shares of the Registrant's common stock are
reserved for issuance upon exercise of options issued in replacement of
Healthdyne options that were not exercised prior to the consummation of the
Merger. The Merger was structured as a tax free reorganization and is intended
to be accounted for as a pooling of interests.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Healthdyne.
Incorporated herein by reference to (a) pages F-1 through F-5 of
Healthdyne's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1996, as amended by Form 10K-A dated April 29,
1997, and (b) pages 2 through 6 of Healthdyne's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1997, June 30, 1997, and
September 30, 1997.
(b) Pro Forma Financial Information.
Incorporated herein by reference to pages 57-64 of the Joint Proxy
Statement/Prospectus forming a part of the Registrant's Registration
Statement on Form S-4 (File No. 333-43703) dated January 5, 1998.
(c) Exhibits
(1) Agreement and Plan of Reorganization and related Agreement and
Plan of Merger, each dated as of November 10, 1997, as amended, by and
among Respironics, Healthdyne, and RIGA, Inc. (incorporated by
reference to Appendix I included in the Joint Proxy
Statement/Prospectus forming a part of the Registrant's
Registration Statement on Form S-4 (File No. 333-43703) dated
January 5, 1998).
(2) Financial Statements of Healthdyne (incorporated herein by
reference to (a) pages F-1 through F-5 of Healthdyne's Annual Report
on Form 10-K, as amended, for the year ended December 31, 1996, as
amended by Form 10K-A dated April 29, 1997 and (b) pages 2 through 6
of Healthdyne's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESPIRONICS, INC.
/S/ James C. Woll
---------------------------------
James C. Woll
Treasurer
Date: February 13, 1998