8-K/A 1 d8ka.htm AMENDMENT TO FORM 8-K Amendment to Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

October 12, 2004

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

of incorporation)

  (Commission File No.)  

(IRS Employer

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))

 



This Current Report on Form 8-K/A may contain forward-looking statements within the meaning of the federal securities laws. Reliance should not be placed on forward-looking statements because they involve known and unknown risks and uncertainties which may cause the actual results, performance, and achievements of ZOLL Medical Corporation (the “Company”) to differ materially from the anticipated future results, performance and achievements that are expressed or implied by such forward-looking statements. Additional information concerning these risks and uncertainties is contained in the section entitled “Risk Factors” of the Company’s Annual Report as amended on Form 10-K/A filed on December 23, 2004 and in the Company’s other public filings. The Company disclaims any obligation to update any of the forward-looking statements contained herein to reflect future developments or events.

 

Introductory Note

 

The Company is filing this amendment to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission on October 15, 2004, announcing the completion of its acquisition of Revivant Corporation.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Financial Statements of Business Acquired

 

The following financial statements of Revivant Corporation are being filed with this Current Report as Exhibit 99.1 attached hereto:

 

  Revivant Audited Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, and 2002.

 

  Report of Independent Auditors

 

  Balance Sheets

 

  Statements of Operations

 

  Statement of Stockholders’ Equity (Deficit)

 

  Statements of Cash Flows

 

  Notes to Financial Statements

 

The following unaudited financial statements of Revivant Corporation are being filed with this Current Report as Exhibit 99.2 attached hereto:

 

  Revivant Unaudited Financial Statements as of September 30, 2004 and for the nine months ended September 30, 2004 and September 30, 2003.

 

  Balance Sheet

 

  Statements of Operations

 

  Statement of Stockholders’ Equity (Deficit)

 

  Statements of Cash Flows

 

  Notes to Financial Statements

 

  (b) Proforma Financial Information - Unaudited

 

The following unaudited proforma combined condensed financial information of ZOLL Medical Corporation and Revivant Corporation are being filed with this report as Exhibit 99.3 attached hereto:

 

  Unaudited Proforma Combined Condensed Financial Information


  Unaudited Proforma Combined Condensed Statement of Operations – Year Ended October 3, 2004

 

  Unaudited Proforma Combined Condensed Balance Sheet –October 3, 2004

 

  Notes to Unaudited Proforma Combined Condensed Financial Statements

 

(c) Exhibits

 

Exhibit No.

 

Title


10.1   Press release of ZOLL Medical Corporation issued on October 5, 2004 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
10.2   Master Agreement by and among ZOLL Medical Corporation, Rev Acquisition Corporation and Revivant Corporation, dated August 13, 2003 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
10.3   Agreement and Plan of Merger by and among ZOLL Medical Corporation, Rev Acquisition Corporation, Revivant Corporation and the parties listed on Schedule A thereto, dated August 13, 2003, as amended to date (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
23.1*   Consent of PricewaterhouseCoopers LLP
99.1*   Revivant Audited Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, and 2002
99.2*   Revivant Unaudited Financial Statements as of September 30, 2004 and for the nine months ended September 30, 2004
99.3*   Unaudited Proforma Combined Condensed Financial Information of ZOLL Medical Corporation and Revivant Corporation as of October 3, 2004 and for the year ended October 3, 2004

* Filed herewith


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: December 28, 2004   By:  

/s/ Richard A. Packer


       

Richard A. Packer

President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

 

Title


10.1   Press release of ZOLL Medical Corporation issued on October 5, 2004 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
10.2   Master Agreement by and among ZOLL Medical Corporation, Rev Acquisition Corporation and Revivant Corporation, dated August 13, 2003 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
10.3   Agreement and Plan of Merger by and among ZOLL Medical Corporation, Rev Acquisition Corporation, Revivant Corporation and the parties listed on Schedule A thereto, dated August 13, 2003, as amended to date (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2004).
23.1*   Consent of PricewaterhouseCoopers LLP
99.1*   Revivant Audited Financial Statements as of December 31, 2003 and 2002 and for the years ended December 31, 2003, and 2002
99.2*   Revivant Unaudited Financial Statements as of September 30, 2004 and for the nine months ended September 30, 2004
99.3*   Unaudited Proforma Combined Condensed Financial Information of ZOLL Medical Corporation and Revivant Corporation as of October 3, 2004 and for the year ended October 3, 2004

* Filed herewith