- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): DECEMBER 15, 1997
SPINE-TECH, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 0-26116 06-1258314
- -------------------------- ------------------------ ------------------
(State of Incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
7375 BUSH LAKE ROAD
MINNEAPOLIS, MINNESOTA 55439
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(612) 832-5600
------------------------------
(Registrant's telephone number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 5. TENDER OFFER AND MERGER.
On December 15, 1997, the registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Sulzer Medica Ltd., a Swiss corporation
("Parent"), and Sulzer Medica Orthopedics Acquisition Corp., a Minnesota
corporation and wholly owned indirect subsidiary of Parent ("Purchaser").
Subject to the terms and conditions of the Merger Agreement, Purchaser will
commence a cash tender offer for all of the registrant's issued and outstanding
shares of Common Stock for $52.00 per share. The tender offer is conditioned
upon the holders of at least a majority of shares of the registrant's Common
Stock tendering their shares. Following the tender offer, Purchaser will be
merged into the registrant, with the registrant surviving as a wholly owned
indirect subsidiary of Parent (the "Merger"). In the Merger, those shareholders
of the registrant who did not tender their shares (other than Parent and its
affiliates and shareholders exercising dissenters rights) will be entitled to
receive $52.00 per share of Common Stock held by them.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
2. Agreement and Plan of Merger dated as of December 15, 1997, among Sulzer
Medica Ltd., Sulzer Medica Orthopedics Acquisition Corp. and Spine-Tech,
Inc.
99. Press release dated December 16, 1997.
SIGNATURE
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 thereunto duly authorized.
SPINE-TECH, INC.
Date: December 16, 1997 By: KEITH M. EASTMAN
--------------------------------
Keith M. Eastman,
Chief Financial Officer
2