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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: March 8, 1996
NELLCOR PURITAN BENNETT INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-14980 94-2789249
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(Commission File Number) (I.R.S. Employer
Identification No.)
4280 Hacienda Drive
Pleasanton, California 94588
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(Address of Principal Executive Offices) (Zip Code)
(510) 463-4000
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(Registrant's telephone number,
including area code)
PAGE 1 OF 3 PAGES
THE EXHIBIT INDEX APPEARS ON PAGE 3.
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ITEM 5. OTHER EVENTS.
On March 8, 1996, the Registrant entered into an Agreement and Plan of
Merger (the "Agreement") with Infrasonics, Inc., a California corporation
("Infrasonics"). Pursuant to the Agreement, the Registrant would acquire
Infrasonics through a merger of Infrasonics into the Registrant. In the merger,
Infrasonics stockholders would receive .095 of a share of the Registrant's
Common Stock for each outstanding share of Infrasonics common stock held by
them. The exchange ratio is subject to adjustment, based on the average of the
closing price of the Registrant's Common Stock for the 10 trading days preceding
the third trading day before the consummation of the merger, in order that the
value of Registrant's common stock to be received by Infrasonics stockholders as
calculated under the adjustment formula is not less than $6.25 per share.
Consummation of the acquisition is subject to the approval of Registrant's and
Infrasonics' stockholders.
On March 11, 1996, Registrant issued a press release concerning the
acquisition, the text of which press release is attached hereto as Exhibit 99
and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not required.
(b) Not required.
(c) Exhibits.
Sequential
Exhibit No. Description Page No.
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99 Registrant's Press Release, dated March 11, 1996 4
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.
NELLCOR PURITAN BENNETT
INCORPORATED
Date: March 21, 1996 /s/ Laureen DeBuono
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Laureen DeBuono
Executive Vice President, Human Resources,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99 Registrant's Press Release, dated March 11, 1996. 4
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