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): April 12, 2002
RESPIRONICS, INC.
-----------------
(Exact name of registrant as specified in its charter)
Delaware 000-16723 25-1304989
---------------------------- ------------------ ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1501 Ardmore Boulevard
Pittsburgh, Pennsylvania 15221-4401
------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 731-2100
Item 2. Acquisition or Disposition of Assets.
On April 12, 2002, the Registrant completed the acquisition of Novametrix
Medical Systems Inc. ("Novametrix"). The acquisition of Novametrix was
consummated pursuant to an Agreement and Plan of Merger dated as of December 17,
2001, pursuant to which Respironics Holdings, Inc., a wholly owned subsidiary of
the Registrant, was merged with and into Novametrix (the "Merger"). Upon
consummation of the Merger, approximately 2,600,000 shares of the Registrant's
common stock became issuable to the former stockholders of Novametrix,
reflecting an exchange ratio of .2541 shares of the Registrant's common stock
for each outstanding share of Novametrix's common stock. In addition,
approximately 509,000 shares of Registrant's common stock are reserved for
issuance upon exercise of options and warrants issued in replacement of
Novametrix options and warrants that were not exercised prior to the
consummation of the Merger. The Merger was structured as a tax-free
reorganization and is intended to be accounted for as a purchase.
Item 7. Financial Statements and Exhibits.
(a) Incorporated herein by reference to (a) pages F-1 through F-26 of
Novametrix's Annual Report on Form 10-K for the year ended April 29, 2001,
(b) pages 3 through 8 of Novametrix's Quarterly Report on Form 10-Q for the
quarter ended July 29, 2001, and (c) pages 3 through 9 of Novametrix's
Quarterly Reports on Form 10-Q for the quarters ended October 28, 2001 and
January 27, 2002.
(b) The pro forma financial information of the combined company will be filed
by amendment not later than sixty days after the date the initial report on
Form 8-K must be filed.
(c) Exhibits.
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger by and between Respironics
Holdings, Inc. and Novametrix Medical Systems Inc. including
Guarantee of Respironics, Inc. dated as of December 17,
2001(incorporated by reference to Annex A to the Proxy
Statement/Prospectus forming a part of Amendment 1 of
Registrant's Registration Statement on Form S-4 (File No.
333-77048) dated March 1, 2002).
99.1 Financial Statements of Novametrix (incorporated herein by
reference to (a) pages F-1 through F-26 of Novametrix's Annual
Report on Form 10-K for the year ended April 29, 2001,
(b) pages 3 through 8 of Novametrix's Quarterly Report on
Form 10-Q for the quarter ended July 29, 2001, and (c) pages
3 through 9 of Novametrix's Quarterly Reports on Form 10-Q for
the quarters ended October 28, 2001 and January 27, 2002.
99.2 Press Release of Registrant dated April 15, 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 thereunto duly authorized.
RESPIRONICS, INC.
(Registrant)
By /s/ James C. Woll
--------------------------
James C. Woll
Vice President--Corporate Controller and
Treasurer
Date: April 26, 2002
-2-