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

Date of Report (Date of earliest event reported) May 20, 2020

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-31337	22-1760285
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification Number)

150 Clove Road, Little Falls, New Jersey	07424
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 890-7220

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CMD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed in Item 8.01 below and in Item 1.01 of Cantel Medical Corp.’s (the “Company”) Current Report on Form 8-K filed on May 15, 2020 is incorporated by reference into this Item 3.02.

The Company offered and sold the Notes (as defined below) to the Initial Purchasers (as defined below) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Initial Purchasers are initially offering the Notes only to persons reasonably believed to be “qualified institutional buyers” pursuant to an exemption from registration provided by Rule 144A under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers. The Notes and common stock of the Company, par value $0.10 per share, issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 8.01. Other Events.

As previously disclosed, on May 15, 2020, the Company completed its previously announced issuance and sale of $140 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2025 (the “Notes”). As previously disclosed, in connection with pricing the Notes, the Company granted to the initial purchasers of the Notes (the “Initial Purchasers”) an option to purchase, for settlement within a period of 13 days from, and including, the date the Company first issued the Notes, up to an additional $28 million aggregate principal amount of the Notes (the “Option”).

On May 20, 2020, the Initial Purchasers fully exercised the Option, for $28 million aggregate principal amount of the Notes (the “Additional Notes”), and on May 22, 2020, the Company completed the issuance and sale of the Additional Notes. The net proceeds to the Company from the issuance and sale of the Additional Notes were approximately $27.2 million, after deducting the Initial Purchasers’ discounts and commissions and before the cost of offering expenses payable by the Company.

On May 22, 2020, the Company issued a press release announcing the completion of the issuance and sale of the Additional Notes. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press Release, dated May 22, 2020
Exhibit 104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

CANTEL MEDICAL CORP.
By:	/s/ Shaun M. Blakeman
	Shaun M. Blakeman
	Chief Financial Officer

Dated: May 22, 2020

EX-99.1

Exhibit 99.1

  Overlook Corporate Center 150 Clove Rd. – 9^th Floor Little Falls, NJ 07424-2139 USA www.cantelmedical.com

Cantel Announces Full Exercise of Option by Initial Purchasers to Purchase Additional Convertible Senior Notes

Little Falls, New Jersey – (May 22, 2020) - CANTEL MEDICAL CORP. (NYSE:CMD) (“Cantel” or the “Company”) today announced the sale of $28 million in aggregate principal amount of its 3.25% convertible senior notes due 2025 in respect of the Company’s previously announced private offering of the notes to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the full exercise by the initial purchasers of their option to purchase additional notes. The Company has issued a total of $168 million aggregate principal amount of the notes pursuant to such offering.

The net proceeds from the May 22nd sale of the incremental notes was approximately $27.2M after deducting the initial purchasers’ discounts and commissions, and before the cost of offering expenses payable by the Company. The Company expects to use these net proceeds from the notes offering for general corporate purposes, inclusive of the application of at least 50% of the amount to the repayment of debt under the Company’s credit facilities as required by the second amendment to its credit agreement entered into on May 11, 2020.

The notes and the common stock, if any, issuable upon conversion of the notes have not been registered under the Securities Act or any applicable state securities laws. As a result, neither the notes nor the common stock, if any, issuable upon conversion of the notes may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This press release does not and will not constitute an offer to sell or a solicitation of an offer to buy any securities nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of such state.

About Cantel Medical:

Cantel Medical is a leading global company dedicated to delivering innovative infection prevention products and services for patients, caregivers, and other healthcare providers which improve outcomes, enhance safety and help save lives. Our products include specialized medical device reprocessing systems for endoscopy and renal dialysis, advanced water purification equipment, sterilants, disinfectants and cleaners, sterility assurance monitoring products for hospitals and dental clinics, disposable infection control products primarily for dental and GI endoscopy markets, instruments and instrument reprocessing workflow systems serving the dental industry, dialysate concentrates, hollow fiber membrane filtration and separation products. Additionally, we provide technical service for our products.

  Overlook Corporate Center 150 Clove Rd. – 9^th Floor Little Falls, NJ 07424-2139 USA www.cantelmedical.com

For further information, visit www.cantelmedical.com.

Contact:	Matthew Micowski
	VP, Corporate FP&A and Investor Relations
	mmicowski@cantelmedical.com
This press release contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, or forecasts about our businesses, the industries in which we operate, and the current beliefs and assumptions of management; they do not relate strictly to historical or current facts. Without limiting the foregoing, words or phrases such as “expect,” “anticipate,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “may,” “could,” “aspire,” and variations of such words and similar expressions generally identify forward-looking statements. In addition, any statements that refer to predictions or projections of our future financial performance, anticipated growth, strategic objectives, performance drivers and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions about future events, activities or developments and are subject to numerous risks, uncertainties, and assumptions that are difficult to predict, including the impacts of the COVID-19 pandemic on our operations and financial results, general economic conditions, technological and market changes in the medical device industry, our ability to execute on our strategy, risks associated with operating our international business, including limited operating experience and market recognition in new international markets, changes in United States healthcare policy at both the state and federal level, product liability claims resulting from the use of products we sell and distribute, and risks related to our intellectual property and proprietary rights needed to maintain our competitive position. We caution that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter, as further updated by our Current Report on Form 8-K dated May 12, 2020. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

XML

Cover	May 20, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2020
Entity File Number	001-31337
Entity Registrant Name	CANTEL MEDICAL CORP
Entity Central Index Key	0000019446
Entity Tax Identification Number	22-1760285
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	150 Clove Road
Entity Address, City or Town	Little Falls
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07424
City Area Code	973
Local Phone Number	890-7220
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CMD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false