SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 19, 1999
(January 5, 1999)
MAXXIM MEDICAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Texas 0-18208 76-0291634
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10300 49th Street North, Clearwater, FL 33762
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (727) 561-2100
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
At 5:00 p.m., New York City time, on Tuesday, January 5, 1999, the
tender offer ("the Offer") by MMI Acquisition Corp., a Delaware corporation
("Sub") and a wholly owned subsidiary of Maxxim Medical, Inc., a Delaware
corporation ("Parent"), a wholly owned subsidiary of Maxxim Medical Inc., a
Texas corporation (the "Registrant"), to purchase all outstanding shares
of common stock of Circon Corporation, a Delaware corporation ("Circon"),
par value $0.01 per share, (the "Shares") at a price per Share of $15.00,
net to the seller in cash, without interest thereon, expired. Based on
preliminary information provided by Harris Trust Company of New York, the
depositary for the Offer, approximately 12,547,831 Shares were validly
tendered and not withdrawn, representing approximately 93.2% of the total
outstanding Shares. Sub accepted for payment all Shares validly tendered
and not withdrawn in accordance with the terms of the Agreement and Plan of
Merger (the "Merger Agreement") dated as of November 21, 1998, by and
among Parent, Sub and Circon.
On January 8, 1999 (the "Effective Time"), pursuant to the Merger
Agreement, Sub filed a certificate of Ownership and Merger with the
Secretary of State of the State of Delaware, pursuant to which Sub was
merged with and into Circon (the "Merger"). At the Effective Time, the
separate corporate existence of Sub ceased, Circon became the surviving
corporation of the Merger and Circon became a wholly owned subsidiary of
Parent and an indirect wholly owned subsidiary of the Registrant.
Pursuant to the terms of the Merger, each Share outstanding immediately
prior to the Effective Time (other than Shares held by Sub, Parent, the
Registrant or Circon, or any subsidiary thereof, or by stockholders, if
any, who are entitled to, and properly exercise, dissenters' rights
pursuant to Section 262 of the Delaware General Corporation Law) was, by
virtue of the Merger and without any action on the part of the holder
thereof, converted into the right to receive $15.00 per Share, payable
without interest thereon, upon surrender of the certificate formerly
representing such Share.
The total cost of the acquisition, including certain fees and expenses
incurred in connection with the Offer and the Merger and the refinancing of
certain debt of Circon, was approximately $257 million. The Registrant
obtained all funds required in connection with the acquisition through a
bank loan, pursuant to the Third Amended and Restated Credit Agreement,
dated as of January 4, 1999 by and among the Registrant, NationsBank, N.A.,
as agent, the Bank of Novia Scotia and First Union Bank, as managing
agents, and the banks named therein.
The descriptions set forth in this report do not purport to be
complete and this report is qualified in its entirety by reference to the
documents described herein and attached as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired
It is impracticable at this time for the Registrant to file the
financial statements of the business acquired as required by
Rule 3-05(b) of Regulation S-X. The required financial statements
will be filed by the Registrant with the Commission by amendment
to this report, on or prior to March 19, 1999.
(b) Pro Forma Financial Information
It is impracticable at this time for the Registrant to file the pro
forma financial information required pursuant to Article 11 of
Regulation S-X relative to an acquired business with this Form 8-K.
The required pro forma financial information will be filed by the
Registrant with the Commission by amendment to this report, on or
prior to March 19, 1999.
(c) Exhibits
The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of November 21, 1998, by
and among Maxxim Medical, Inc., a Delaware corporation
("Parent"), MMI Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
a Delaware corporation the ("Company") is incorporated by
reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
filed with the Commission on November 30, 1998, as amended on
December 10, 1998, January 5, 1999 and January 6, 1999.
99.3 Press Release dated January 6, 1999, is incorporated by reference
to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
Commission on November 30, 1998, as amended on December 10, 1998,
January 5, 1999 and January 6, 1999.
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.
MAXXIM MEDICAL, INC.
Dated: January 19, 1999 By: /s/ Kenneth W. Davidson
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By: Kenneth W. Davidson
Title: President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of November 21, 1998, by
and among Maxxim Medical, Inc., a Delaware corporation
("Parent"), MMI Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
a Delaware corporation the ("Company") is incorporated by
reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
filed with the Commission on November 30, 1998, as amended on
December 10, 1998, January 5, 1999 and January 6, 1999.
99.3 Press Release dated January 6, 1999, is incorporated by reference
to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
Commission on November 30, 1998, as amended on December 10, 1998,
January 5, 1999 and January 6, 1999.