8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 30, 2008

	VITAL SIGNS, INC.
	(Exact name of registrant as specified in its charter)
New Jersey	0-18793	11-2279807
(State Or Other Jurisdiction	(Commission File Number)	(IRS Employer
Of Incorporation)		Identification No.)
20 Campus Road, Totowa, New Jersey 07512
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 790-1330

______________________________________

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 (see General Instruction A.2. below):

[ ] 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

          On Thursday, October 30, 2008, pursuant to the Agreement and Plan of Merger, dated July 23, 2008 (the “Merger Agreement”), by and among Vital Signs, Inc., a New Jersey corporation (the “Company”), General Electric Company, a New York corporation (“GE”), and Tonic Acquisition Corp, a New Jersey corporation and wholly-owned subsidiary of GE (the “Merger Sub”), the Merger Sub was merged with and into the Company (the ”Merger”) with the Company surviving the Merger as an indirect wholly-owned subsidiary of GE (the “SurvivingCorporation”).

          As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Global Select Market (“NASDAQ”). Accordingly, on October 29, 2008, NASDAQ filed with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25, thereby effecting the delisting of the Company’s shares of common stock from NASDAQ. The Company will file with the SEC a Certification on Form 15 under the Exchange Act to deregister the Company's shares of common stock under the Exchange Act and to suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

          The information set forth in Items 3.01 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

          On October 30, 2008, pursuant to the terms of the Merger Agreement, GE consummated the acquisition of the Company through the merger of Merger Sub with and into the Company. The Company is the Surviving Corporation of the Merger and an indirect wholly-owned subsidiary of GE.

          As a result of the Merger, all issued and outstanding common stock of the Company, no par value per share (the “Shares”), other than Shares owned by GE, the Merger Sub or any other wholly-owned subsidiary of GE immediately prior to the effective time of the Merger (the "Effective Time") and Shares owned by the Company or any wholly-owned subsidiary of the Company immediately prior to the Effective Time, were cancelled and converted into the right to receive $74.50 in cash, without interest.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          Pursuant to the Merger Agreement, at the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation and the officers of the Company immediately prior to the Effective Time became the officers of the

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Surviving Corporation, in each case to hold office until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified in accordance with the Surviving Corporation’s certificate of incorporation and by-laws.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          Pursuant to the Merger Agreement, at the Effective Time, the Company’s Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety, and such amended and restated certificate of incorporation became the Certificate of Incorporation of the Surviving Corporation. A copy of the Amended and Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.

          In addition, pursuant to the Merger Agreement, at the Effective Time, the by-laws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety, and such amended and restated by-laws became the by-laws of the Surviving Corporation.

Item 8.01 Other Events.

          On Thursday, October 30, 2008, pursuant to the Merger Agreement, the Merger Sub was merged with and into the Company, with the Company surviving the Merger as an indirect wholly-owned subsidiary of GE. As a result of the Merger, all issued and outstanding Shares, other than Shares owned by GE, the Merger Sub or any other wholly-owned subsidiary of GE immediately prior to the Effective Time and Shares owned by the Company or any wholly-owned subsidiary of the Company immediately prior to the Effective Time, were cancelled and converted into the right to receive $74.50 in cash, without interest.

          On October 30, 2008, GE and the Company issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
No.
3.1	Amended and Restated Certificate of Incorporation of Vital Signs, Inc., dated October
	30, 2008
99.1	Joint Press Release, dated October 30, 2008

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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 hereunto duly authorized.

	VITAL SIGNS, INC.
	By:	/s/ Jay Sturm
		Name: Jay Sturm
		Title: Vice President/General Counsel
Date: October 30, 2008

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VITAL SIGNS, INC.

Pursuant to the provisions of Section 14A:9-5 of the New Jersey Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Certificate of Incorporation:

ARTICLE I

Corporate Name and Purpose

The name of the corporation is Vital Signs, Inc. (hereinafter referred to as the Corporation).

The Corporation is organized to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

ARTICLE II

Registered Office and Agent

The address of the Corporation's current registered office in the State of New Jersey is 830 Bear Tavern Road, West Trenton, New Jersey 08628. The name of the Corporation's current registered agent at that address is Corporation Service Company.

ARTICLE III

Capital Stock

The Corporation is authorized to issue 1,000 shares of common stock, without par value.

ARTICLE IV

Board of Directors

The current Board of Directors of the Corporation consists of 1 person. Their name and address is as follows:

Name:	Elizabeth Newell	Address:	GE Healthcare
			Pollards Wood
			Nightingales Lane
			Chalfont St. Giles
			HP8 4SP
			United Kingdom

The number of authorized members of the Board of Directors shall be fixed by, or in the manner provided in, the by-laws of the Corporation.

ARTICLE V

Personal Liability of Officers and Directors; Indemnification

The personal liability of the officers and directors of the Corporation is hereby eliminated to the fullest extent permitted by subsection 14A:2-7(3) of the New Jersey Business Corporation Act, as the same may be amended or supplemented.

Every person who is or was a director or officer of the Corporation, or any such person who serves or served in any capacity with any other enterprise at the request of the Corporation, shall be indemnified by the Corporation to the fullest extent permitted by law against all expenses and liabilities reasonably incurred by or imposed upon such person in connection with any proceeding to which such person may be made, or threatened to be made, a party, or in which such person may become involved by reason of such person being or having been a director or officer of the Corporation, or of serving or having served such other enterprise, whether or not such person is a director or officer of the Corporation, or continues to serve such other enterprise, at the time the expenses or liabilities are incurred.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf by its duly authorized officer on this 30th day of October, 2008.

VITAL SIGNS, INC.

By:	/s/ Jay Sturm
	Name: Jay Sturm
	Title: Vice President / General Counsel

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EX-99.1

Exhibit 99.1

PRESS RELEASE

GE HEALTHCARE COMPLETES ACQUISITION OF VITAL SIGNS,
INC., EXPANDING GE’S MONITORING, ANESTHESIA AND
RESPIRATORY CARE OFFERINGS

CHALFONT ST. GILES, England & TOTOWA, N.J.--30 October 2008--GE Healthcare, a unit of General Electric Company (NYSE:GE) announced today the completion of the acquisition of Vital Signs (NASDAQ:VITL).

          Vital Signs is a global provider of medical products applicable to a wide range of care areas such as anesthesia, respiratory, sleep therapy and emergency medicine. Vital Signs has a broad product offering of innovative single-patient use products which offer significant cost advantages and improved patient care features, including reducing the likelihood of transmitting infections from one patient to another. Vital Signs will become part of GE Healthcare’s Clinical Systems business, a world-class provider of advanced technologies for patient monitoring, anesthesia delivery and acute respiratory care. The strong strategic fit between the two businesses will offer substantial customer benefits through complementary product and service offerings.

          Omar Ishrak, President and CEO of GE Healthcare’s Clinical Systems business commented, “We believe that combining the skills and knowledge of the two companies will create significant added value for our customers, bringing new technologies to healthcare professionals worldwide. Clinical Systems is a key area of growth for GE Healthcare and expanding our skill base and product offering in this area supports our vision of helping clinicians an d nurses deliver the best possible care to their patients.”

ABOUT GE HEALTHCARE:

GE Healthcare provides transformational medical technologies and services that are shaping a new age of patient care. Our expertise in medical imaging and information technologies, medical diagnostics, patient monitoring systems, performance improvement, drug discovery, and biopharmaceutical manufacturing technologies is helping clinicians around the world re-imagine new ways to predict, diagnose, inform, treat and monitor disease, so patients can live their lives to the fullest.

GE Healthcare's broad range of products and services enable healthcare providers to better diagnose and treat cancer, heart disease, neurological diseases and other conditions earlier. Our vision for the future is to enable a new "early health" model of care focused on earlier diagnosis, pre-symptomatic disease detection and disease prevention. Headquartered in the United Kingdom, GE Healthcare is a $17 billion

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unit of General Electric Company (NYSE: GE). Worldwide, GE Healthcare employs more than 46,000 people committed to serving healthcare professionals and their patients in more than 100 countries. For more information about GE Healthcare, visit our website at www.gehealthcare.com.

ABOUT VITAL SIGNS INC.

Vital Signs, Inc. and its subsidiaries design, manufacture, and market primarily single-patient-use medical products for the anesthesia and respiratory/critical care markets. Vital Signs also provides devices and services for the diagnosis and treatment of obstructive sleep apnea. Vital Signs is ISO 13485 certified and has CE Mark approval for its products. In 2007, Forbes Magazine named Vital Signs, Inc. as one of the "200 Best Small Companies in America" based on financial criteria.

PRESS CONTACTS

Conor McKechnie
44 1494 498276
44 771 751 7028 (mobile)
Conor.mckechnie@ge.com

Brian McKaig
+1 414 721 2407
+1 414 477 6522 (mobile)
brian.mckaig@ge.com

Doug Wall
+1 973 790 1330
DouglasWall@vitalsigns.com

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