-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NWoV4XPBF1jLmNeZiGG+AG1u4s51SjZFhfLfglZXpz4hAIxmq44kfQTW28vU6E0s JF1hCv4WX4cd8GRZmCj+rw== 0001157523-06-002918.txt : 20060323 0001157523-06-002918.hdr.sgml : 20060323 20060323080020 ACCESSION NUMBER: 0001157523-06-002918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLL MEDICAL CORP CENTRAL INDEX KEY: 0000887568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042711626 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20225 FILM NUMBER: 06704995 BUSINESS ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 BUSINESS PHONE: 9784219655 MAIL ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 FORMER COMPANY: FORMER CONFORMED NAME: ZOLL MEDICAL CORPORATION DATE OF NAME CHANGE: 19930328 8-K 1 a5108326.txt ZOLL MEDICAL CORP. 8-K - -------------------------------------------------------------------------------- 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 March 22, 2006 Date of Report (Date of earliest event reported) __________________ ZOLL MEDICAL CORPORATION (Exact name of registrant as specified in its charter) __________________ Massachusetts 0-20225 04-2711626 (State or other jurisdiction (Commission File IRS Employer of incorporation) No.) Identification No.) 269 Mill Road, Chelmsford, MA 01824 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 421-9655 Not applicable (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) - -------------------------------------------------------------------------------- Item 8.01 Other Events On September 20, 2005, ZOLL Medical Corporation (the "Company") filed a Form 8-K disclosing the extension until April 15, 2006 of a previously acquired option to purchase substantially all the assets of Lifecor, Inc., a privately owned medical equipment company that designs, manufactures and markets a wearable external defibrillator system. On March 22, 2006, the Company exercised the option and issued a press release announcing its exercise of the option. Pursuant to General Instruction B.2 of Form 8-K, this exhibit is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Title ----------- ----- 99.1 ZOLL Press release dated March 22, 2006 titled "ZOLL Medical Exercises Option to Acquire Business of Lifecor, Inc." 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. ZOLL MEDICAL CORPORATION Date: March 22, 2006 By: /s/ Richard A. Packer ----------------------------------- Richard A. Packer President EX-99.1 2 a5108326ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ZOLL Medical Exercises Option to Acquire Business of Lifecor, Inc. CHELMSFORD, Mass.--(BUSINESS WIRE)--March 22, 2006--ZOLL Medical Corporation (Nasdaq:ZOLL), a manufacturer of resuscitation devices and related software solutions, today announced that it had exercised its option to acquire the assets of Lifecor, Inc., a privately owned medical equipment company that designs, manufactures and markets a wearable external defibrillator system. In March 2004, ZOLL entered into a license agreement with Lifecor, under which ZOLL acquired exclusive marketing and distribution rights to Lifecor's technology for in-hospital use, and acquired an option to purchase the remainder of Lifecor's assets. At the closing of the acquisition, expected to take place in April 2006, ZOLL will acquire Lifecor's assets and business. ZOLL will also assume Lifecor's outstanding debt of approximately $5.8 million (plus an additional $3.0 million owed to ZOLL), and certain stated liabilities of approximately $1.3 million. Additional consideration will be in the form of earn-out payments to Lifecor based upon future revenue growth of the acquired business over a five-year period. The principal acquisition agreements between ZOLL and Lifecor were filed by ZOLL with the Securities and Exchange Commission on September 20, 2005 as exhibits to a current report on Form 8-K. Richard A. Packer, ZOLL's President and Chief Executive Officer, commented that "There have been a number of favorable developments with respect to the business of Lifecor since ZOLL acquired the option to purchase the business in March 2004, including good revenue growth, greater reimbursement coverage, and the achievement of break-even operating results. ZOLL's exercise of the option allows us to acquire a business that fits well with our core technology, and offers significant opportunity for profitable growth." About ZOLL Medical Corporation ZOLL Medical Corporation is committed to developing technologies that help advance the practice of resuscitation. With products for pacing, defibrillation, circulation, ventilation, and fluid resuscitation, ZOLL provides a comprehensive set of technologies that help clinicians, EMS professionals, and lay rescuers resuscitate sudden cardiac arrest or trauma victims. ZOLL also designs and markets software that automates the documentation and management of both clinical and non-clinical information. ZOLL markets and sells its products in more than 140 countries. The Company has direct operations, distributor networks, and business partners throughout the U.S., Canada, Latin America, Europe, the Middle East, Asia, and Australia. For more information, visit www.zoll.com or call +1 (978) 421-9655. Certain statements contained in this press release regarding matters that are not historical facts are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, ZOLL's ability to compete; acceptance of its resuscitation products; changes in regulations affecting the healthcare industry; general economic conditions; and those other factors discussed in the section entitled "Risk Factors" in ZOLL's Quarterly Report on Form 10-Q, which was filed with the SEC on February 10, 2006. (C) 2006 ZOLL Medical Corporation. All rights reserved. 269 Mill Road, Chelmsford, MA 01824-4105. ZOLL is a registered trademark of ZOLL Medical Corporation. All product names are the property of their respective owners. CONTACT: Investor Contact: ZOLL Medical Corporation A. Ernest Whiton, 978-421-9655 or Media Contact: ZOLL Medical Corporation Robert Minicucci, 978-421-9832 rminicucci@zoll.com -----END PRIVACY-ENHANCED MESSAGE-----