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
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Date of Report (Date of earliest
event reported) June 29, 1999
CONMED CORPORATION
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(Exact name of registrant as specified in its charter)
NY 0-16093 16-0977505
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
310 Broad Street, Utica New York 13501
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(Address of principal executive offices) (Zip Code)
(315) 797-8375
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(Registrant's telephone number,
including area code)
NA
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Linvatec Corporation ("Linvatec"), a wholly-owned subsidiary of the
Registrant, and Minnesota Mining and Manufacturing Company ("3M") have entered
into an Asset Purchase Agreement dated as of June 29, 1999, pursuant to which
Linvatec has agreed to purchase for cash certain assets relating to 3M's
business of manufacturing and selling certain surgical powered instrument
products (including related intellectual property). Consummation of the
acquisition is subject to expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and to the satisfaction of
other conditions customary in transactions of this type, including receipt of
certain consents and approvals. The acquisition is scheduled to close in the
third quarter.
The Registrant's press release, Exhibit 99 to this Report on Form 8-K,
is incorporated by reference in this Item 5.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits
Exhibit No. Description
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99 Press release dated July 1, 1999.
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.
CONMED CORPORATION
By /s/ Daniel S. Jonas
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Name: Daniel S. Jonas
Title: Vice President -
Legal Affairs
Date: July 1, 1999
EXHIBIT 99
NEWS
CONMED CORPORATION
310 BROAD STREET
UTICA, NEW YORK 13501
CONTACT: CONMED CORPORATION
ROBERT D. SHALLISH, JR.
VICE PRESIDENT-FINANCE
315-797-8375 EXT. 2219
CONMED CORPORATION TO ACQUIRE THE SURGICAL POWERED INSTRUMENT LINE FROM
MINNESOTA MINING AND MANUFACTURING COMPANY
UTICA, N.Y., JULY 1, 1999 - CONMED Corporation (NASDAQ: CNMD) today announced
that its orthopedic subsidiary, Linvatec Corporation, has signed an agreement to
purchase the assets of the Powered Surgical Instrument business of Minnesota
Mining and Manufacturing Company (3M) (NYSE: MMM). Powered surgical instruments
are used by orthopedic and other surgeons to operate on bone and soft tissue.
These products are sold worldwide under the brand names of Maxi-Driver(TM) and
Mini-Driver(TM), among others. The transaction is expected to close in August
1999 and is subject to certain approvals and conditions including the expiration
of the Hart-Scott-Rodino Anti-Trust Improvements Act waiting period. Terms of
the agreement were not disclosed. Linvatec and 3M have also agreed to a series
of transition-related matters that will facilitate the transfer of the business
to Linvatec.
Mr. Eugene R. Corasanti, Chairman of the Board of CONMED, CEO and President
said, "We are excited about the addition of the 3M Powered Surgical Instruments
to our orthopedic line of products. This acquisition provides products that are
complimentary to our present powered surgical instrument line. Further, the
additional share of the international market resulting from this acquisition
provides us with critical mass and serves to further strengthen our position as
a market leader in orthopedic devices. We expect that the acquisition will
result in non-cash purchase accounting charge of $1.0 to $2.0 million in the
third quarter of 1999 related primarily to the fair value of acquired
inventories. During the
remainder of the transition period, which may last up to one year, we expect
that the product line will not have a material impact on anticipated earnings."
Mr. Corasanti continued, "I look forward to welcoming the 3M employees who
will join the CONMED organization when the transaction closes."
CONMED is an orthopedic products company specializing in arthoscopy and powered
surgical instruments as well as being a leading developer, manufacturer and
supplier of advanced surgical instruments and systems used in a wide range of
surgical procedures. The Company's primary product offering includes arthoscopic
surgery devices and powered surgical instruments; electrosurgery systems used in
all types of surgery; and ECG electrodes for heart monitoring in various
clinical settings. Headquartered in Utica, New York, the Company's 2,300
employees distribute its products worldwide from seven manufacturing locations.
Certain statements contained in this release are forward looking and may involve
risk and uncertainties including the expected length of the transition period
and the expected effect on earnings of the acquisition.
SOURCE: CONMED Corporation