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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 (Date of earliest event reported) November 12, 1996
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MEDEX, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-9042 31-4441680
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(State or other jurisdiction of (Commission I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3637 Lacon Road, Hilliard, Ohio 43206
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(Address of principal executive offices) (Zip Code)
(614) 876-2413
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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(b) Pursuant to the terms of an Agreement and Plan of Merger dated as of
November 12, 1996 ("the Merger Agreement") among Furon Company, a California
corporation ("Furon"), FCY, Inc., an Ohio corporation and wholly-owned
subsidiary of Furon (the "Purchaser"), and Medex, Inc., an Ohio corporation (the
"Registrant"), the Purchaser commenced a tender offer (the "Offer") on November
15, 1996 to purchase all outstanding shares of the common stock, $.01 par value
(the "Shares"), of the Registrant for $23.50 per share payable in cash. Once the
Purchaser owns at least 3,729,961 Shares (representing 60% of the outstanding
Shares at November 12, 1996), it will be entitled to request the resignations of
up to five of the Registrant's nine directors and will be entitled to designate
new directors to fill the resulting vacancies. Pursuant to the Merger Agreement,
assuming certain conditions are satisfied, the Purchaser will be merged with and
into the Registrant (the "Merger") thereby making the Registrant a wholly-owned
subsidiary of Furon. If 90% or more of the Shares are tendered, the Merger may
be effected by way of a short-form merger which will not require a vote of the
Registrant's shareholders. If less than 90% of the Shares are tendered, the
Merger must be effected by way of a merger which will require a vote of the
Registrant's shareholders. Each of the Shares, together with each associated
share purchase right, will be converted into the right to receive $23.50 (or
such higher price per share as may have been paid pursuant to the Offer). Any
shareholder of the Registrant who validly exercises appraisal rights under
Section 1701.85 of the Ohio Revised Code shall have such rights as are provided
therein.
A copy of the Merger Agreement and a copy of the press release
issued jointly by the Registrant and Furon announcing the transaction are
attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
1. Agreement and Plan of Merger, dated November
12, 1996, among Furon Company, FCY, Inc. and
Medex, Inc., filed as Exhibit 99.10 to Schedule
14D-1 of Furon and the Purchaser filed with the
Securities and Exchange Commission on November
15, 1996, and incorporated herein by reference.
2. Joint Press Release issued by Furon and the
Registrant on November 13, 1996, filed as
Exhibit 99 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1996, and incorporated herein by reference.
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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.
MEDEX, INC.
/s/ Bradley P. Gould
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Bradley P. Gould
President and Chief Executive Officer
Date: November 26, 1996