sonosite8-k_20090609.htm
UNITED
STATES
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):
June
9, 2009
SONOSITE,
INC.
(Exact
name of registrant as specified in its charter)
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Washington
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0-23791
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91-1405022
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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21919
30th Drive
S.E.
Bothell,
Washington 98021-3904
(Address
of principal executive offices, including zip code)
(425)
951-1200
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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T
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
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Other
Information.
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Agreement
and Plan of Merger
On June
9, 2009, SonoSite, Inc., a Washington corporation (“SonoSite”), CardioDynamics
International Corporation, a California corporation (“CDIC”) and Canada
Acquisition Corp., a California corporation and a direct, wholly-owned
subsidiary of SonoSite (“Merger Sub”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”). The Merger Agreement provides for
the acquisition of CDIC by SonoSite by means of a merger of Merger Sub with and
into CDIC (the “Merger”), with CDIC as the surviving corporation. As a result of
the Merger, CDIC would become a wholly-owned subsidiary of
SonoSite.
Pursuant
to the Merger Agreement, at the effective time of the Merger, each issued and
outstanding share of CDIC common stock, no par value (the “CDIC Shares”), other
than any CDIC Shares owned by CDIC, SonoSite or Merger Sub, or by any
shareholders of CDIC who are entitled to and who properly exercise dissenters’
rights under California law, will be cancelled and will be automatically
converted into the right to receive $1.35 in cash, without
interest.
Completion
of the Merger is subject to customary closing conditions, including among
others, (i) approval by CDIC shareholders and (ii) the absence of any order or
injunction prohibiting the consummation of the Merger.
Certain
directors, officers and affiliated shareholders of CDIC, holding in the
aggregate approximately 9% of outstanding voting CDIC Shares, have executed a
voting agreement to vote their shares in favor of approval of the Merger and
adoption of the Merger Agreement, and against any proposal made in opposition to
the Merger, and an irrevocable proxy appointing SonoSite’s Chief Financial
Officer and General Counsel as proxies to vote such shareholders’ shares in
favor of approval of the Merger and adoption of the Merger Agreement, and
against any proposal made in opposition to the Merger.
The
Merger Agreement contains customary representations, warranties and covenants,
including covenants relating to obtaining the requisite approvals of CDIC’s
shareholders, restricting the solicitation of competing acquisition proposals by
CDIC and CDIC’s conduct of its business between the date of the signing of the
Merger Agreement and the closing of the Merger. The Merger Agreement provides
that, upon termination under specified circumstances, CDIC may be required to
pay SonoSite a termination fee of $750,000, depending on the conditions relating
to the termination and, in addition, to reimburse SonoSite for an amount not to
exceed $750,000 for expenses incurred by either SonoSite or Merger
Sub.
Press
Release Announcing the Merger
On June
9, 2009, SonoSite issued a press release relating to the Merger
Agreement. A copy of the press release is attached hereto as Exhibit
99.1.
Additional
Information and Where to Find It
This
communication may be deemed to be solicitation material in respect of the
Merger. In connection with the Merger, CDIC has agreed to file a proxy statement
and other materials with the SEC. The proxy statement will be mailed to the
shareholders of CDIC. Investors are urged to read the proxy statement and these
other materials carefully when they become available because they will contain
important information about CDIC and the Merger. You will be able to obtain the
proxy statement, as well as other filings containing information about CDIC,
free of charge, at the website maintained by the SEC at www.sec.gov. Copies of
the proxy statement and other filings made by CDIC with the SEC can also be
obtained, free of charge, by directing a request to CDIC, 6175 Nancy Ridge
Drive, Suite 300, San Diego, California 92121, Attention: Chief Financial
Officer.
Information
regarding the identity of the persons who may, under SEC rules, be deemed to be
participants in the solicitation of shareholders of CDIC in connection with the
transaction, and their interests in the solicitation, will be set forth in a
proxy statement that will be filed by CDIC with the SEC.
Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit
Number
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Description
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99.1
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Press
release by SonoSite, Inc., dated June 9,
2009.
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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.
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SONOSITE,
INC.
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Date:
June 9, 2009
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By:
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Michael
J. Schuh
Chief
Financial Officer
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