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): February 13, 2002
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ORATEC Interventions, Inc.
(Exact name of registrant as specified in its charter)
000-26745
(Commission File Number)
Delaware 94-3180773
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3700 Haven Court
Menlo Park, California 94025
(Address of principal executive offices, with zip code)
(650) 369-9904
(Registrant's telephone number, including area code)
Item 5. Other Events
On February 13, 2002, ORATEC Interventions, Inc.("ORATEC") entered into
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an Agreement and Plan of Merger (the "Merger Agreement") with Smith & Nephew,
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Inc. ("Smith & Nephew") and Orchid Merger Corp. A copy of the Merger Agreement
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is attached hereto as Exhibit 2.1. Concurrently with the execution of the Merger
Agreement, certain ORATEC stockholders holding approximately 13.8% of the
outstanding shares of ORATEC have entered into Stockholder Agreements with Smith
& Nephew, each in the form attached hereto as Exhibit 2.2.
Also included herein for completeness, and filed herewith as an exhibit
incorporated by reference herein, is a press release issued by Smith & Nephew
and ORATEC dated February 14, 2002, announcing the signing of the Merger
Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
ORATEC security holders and any potential investors in ORATEC are
advised to carefully read the tender offer statement on Schedule TO, the
solicitation / recommendation statement on Schedule 14D-9 and any other
documents ORATEC or Smith & Nephew files with the Securities and Exchange
Commission in connection with the proposed tender offer or merger when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed by ORATEC at the
SEC's website at www.sec.gov. These documents (when available) may also be
obtained for free by contacting Nancy V. Westcott at (650) 369-9904 at ORATEC.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
February 13, 2002, by and among Smith &
Nephew, Inc., Orchid Merger Corp. and ORATEC
Interventions, Inc.
2.2 Form of Stockholder Agreement dated as of
February 13, 2002 among Smith & Nephew, Inc.,
Orchid Merger Corp. and certain stockholders
of ORATEC Interventions, Inc. (including a
schedule listing each such stockholder and the
number of shares owned by such stockholder as
set forth in the Stockholder Agreement entered
into by such stockholder).
99.1 Press Release, dated February 14, 2002.
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.
ORATEC INTERVENTIONS, INC.
Dated: February 19, 2002 By: /s/ KENNETH W. ANSTEY
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Kenneth W. Anstey
President and Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of February 13, 2002, by and among
Smith & Nephew, Inc., Orchid Merger Corp. and ORATEC Interventions, Inc.
2.2 Form of Stockholder Agreement dated as of February 13, 2002 among Smith &
Nephew, Inc., Orchid Merger Corp. and certain stockholders of ORATEC
Interventions, Inc. (including a schedule listing each such stockholder as
set forth in the Stockholder Agreement entered into by such stockholder).
99.1 Press Release, dated February 14, 2002.