1
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): March 26, 1997
NELLCOR PURITAN BENNETT INCORPORATED
------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
--------
(State or Other Jurisdiction of
Incorporation or Organization)
0-14980 94-2789249
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
4280 Hacienda Drive
Pleasanton, California 94588
----------------------------
(Address of Principal Executive Offices) (Zip Code)
(510) 463-4000
--------------
(Registrant's telephone number,
including area code)
2
Item 5. Other Events.
Effective March 26, 1997, Registrant named Dean O. Morton to its
board of directors. Mr. Morton, age 65, was executive vice president, chief
operating officer and a director of Hewlett-Packard Company at the time of his
retirement in October 1992. Mr. Morton joined Hewlett-Packard in 1960. In 1977,
he was elected an executive vice president and named to oversee the company's
operations in medical, analytical and component products. In 1984, Mr. Morton
was named chief operating officer, and in 1988, he became general manager of the
Computer Business Organization and served as chairman of the company's Computer
Business Executive Committee. He was named to the chief executive office in 1990
where he was part of the group responsible for overall company management.
On April 17, 1997, Registrant issued a press release concerning the
appointment of Mr. Morton, the text of which press release is attached hereto as
Exhibit 99 and is incorporated by reference herein.
Effective April 10, 1997, Registrant's Board of Directors approved
certain amendments to Registrant's bylaws. With respect to the conduct of
stockholders' meetings, these changes: (i) require that notice of stockholder
proposals to be considered at an annual meeting of stockholders be delivered to
Registrant no less than 70 and no more than 90 days prior to the first
anniversary of the previous annual meeting; (ii) permit the Board of Directors
and the chairman of any meeting to adopt rules for the conduct of a
stockholders' meeting; (iii) authorize the Board of Directors to postpone a
meeting of stockholders and the chairman of a meeting to adjourn the meeting in
the absence of a quorum; (iv) establish certain procedural requirements for
action by stockholders by written consent and (v) eliminate the ability of
stockholders to call a special meeting of stockholders.
Registrant's bylaws, as amended, are attached hereto as Exhibit 3.3.
Item 7. Financial Statements and Exhibits
(a) Not required.
(b) Not required.
(c) Exhibits.
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
3.3 Bylaws of Registrant, as amended 5
99 Registrant's Press Release, dated April 17, 1997 31
2
3
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: April 30, 1997 /s/ Laureen DeBuono
-------------------------------
Name: Laureen DeBuono
Title: Executive Vice President, Human
Resources, General Counsel and
Secretary
3
4
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
3.3 Bylaws of Registrant, as amended 5
99 Registrant's Press Release, dated April 17, 1997 31
4