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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1998
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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):
FEBRUARY 11, 1998
CROSS MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-16893 31-1177614
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
5160-A BLAZER MEMORIAL PARKWAY 43017-1339
DUBLIN, OHIO (Zip Code)
(Address of principal executive offices)
(614) 718-0530
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 11, 1998, Cross Medical Products, Inc. (the
"Company"), Interpore International ("Interpore"), and Buckeye International, a
wholly-owned subsidiary of Interpore ("Sub") entered into an Agreement and Plan
of Merger (the "Merger Agreement"), pursuant to which Sub will merge with and
into the Company such that the Company will become a wholly-owned subsidiary of
Interpore (the "Merger"). Pursuant to the Merger Agreement, upon the
effectiveness of the Merger, each outstanding share of Common Stock, par value
$.01 per share, of the Company will be converted into the right to receive 1.275
shares of Common Stock, no par value per share, of Interpore. Consummation of
the Mergers is subject to the satisfaction or waiver by the parties of certain
conditions, including the receipt of regulatory approvals and approvals by the
stockholders of the Company and Interpore.
In connection with the Merger Agreement, the Company and
Interpore also have entered into (i) a Stock Option Agreement pursuant to which
the Company granted to Interpore an option to purchase up to 19.9% of the
outstanding common stock of the Company under certain circumstances and (ii) a
Stock Option Agreement pursuant to which Interpore has granted to the Company an
option to purchase up to 19.9% of the outstanding common stock of Interpore
under certain circumstances (together, the "Stock Option Agreements"). In
addition, (i) certain stockholders of the Company holding over 27% of the
outstanding common stock of the Company have entered into a stockholder
agreement with Interpore pursuant to which such stockholders agreed to vote
their shares in favor of the adoption of the Merger Agreement and approval of
the Merger, subject to certain conditions and (ii) certain stockholders of
Interpore holding over 13% of the outstanding common stock of Interpore have
entered into a stockholder agreement with the Company pursuant to which such
stockholders agreed to vote their shares in favor of the adoption of the Merger
Agreement and approval of the Merger, subject to certain conditions (together,
the "Stockholder Agreements").
On February 12, 1998, the Company issued a press release
announcing the execution of the Merger Agreement. The Merger Agreement, the
Stock Option Agreements, the Stockholder Agreements and the press release are
filed as exhibits hereto and are incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by and
among Cross Medical Products, Inc., Interpore International, and Buckeye
International.
10.1 Stock Option Agreement (Cross), dated as of February 11, 1998, by and
between Cross Medical Products, Inc. and Interpore International.
10.2 Stock Option Agreement (Interpore), dated as of February 11, 1998, by
and between Interpore International and Cross Medical Products, Inc.
10.3 Stockholder Agreement (Cross), dated as of February 11, 1998, by and
among certain stockholders of Cross Medical Products, Inc., to and for
the benefit of Interpore International.
10.4 Stockholder Agreement (Interpore), dated as of February 11, 1998, by and
among certain stockholders of Interpore International, to and for the
benefit of Cross Medical Products, Inc.
99.1 Press Release, dated February 12, 1998, issued by Cross Medical
Products, Inc.
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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.
CROSS MEDICAL PRODUCTS, INC.
By: /s/ PAUL A. MILLER
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Name: Paul A. Miller
Title: Vice President and
Chief Financial Officer
Dated: February 18, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of February 11, 1998, by
and among Cross Medical Products, Inc., Interpore International,
and Buckeye International.
10.1 Stock Option Agreement (Cross), dated as of February 11, 1998,
by and between Cross Medical Products, Inc. and Interpore
International.
10.2 Stock Option Agreement (Interpore), dated as of February 11,
1998, by and between Interpore International and Cross Medical
Products, Inc.
10.3 Stockholder Agreement (Cross), dated as of February 11, 1998, by
and among certain stockholders of Cross Medical Products, Inc.,
to and for the benefit of Interpore International.
10.4 Stockholder Agreement (Interpore), dated as of February 11,
1998, by and among certain stockholders of Interpore
International, to and for the benefit of Cross Medical Products,
Inc.
99.1 Press Release, dated February 12, 1998, issued by Cross Medical
Products, Inc.