Possis Medical Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
March 27 2008 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Possis Medical, Inc.
(Name of Subject Company)
Possis Medical, Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
737407106
(CUSIP Number of Class of Securities)
Robert G. Dutcher
Possis Medical, Inc.
9055 Evergreen Blvd NW
Minneapolis, Minnesota 55433-8003
(763) 780-4555
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Thomas Martin
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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TABLE OF CONTENTS
This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Possis Medica, Inc. (the Company) with the Securities Exchange Commission
(the SEC) on February 25, 2008 (as amended, the Statement). The Statement relates to the cash
tender offer by Phoenix Acquisition Corp., a Minnesota corporation (the Purchaser) and wholly
owned subsidiary of MEDRAD, Inc., a Delaware corporation (the Parent), disclosed in a Tender
Offer Statement on Schedule TO dated February 25, 2008, filed with the SEC, to purchase all of the
outstanding shares of the Companys common stock (the Shares) at a price of $19.50 per share, net
to the seller in cash, without interest and less any required withholding taxes, if any, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated February 25, 2008 (the
Offer), and the related Letter of Transmittal. Copies of the Offer and the Letter of Transmittal
were filed as Exhibits (a)(1) and (a)(2) to the Statement, respectively, and are incorporated
herein by reference. Except as otherwise indicated herein, the information set forth in the
Statement remains unchanged.
The information in the Statement is incorporated in this Amendment by reference, except that
such information is hereby amended and supplemented to the extent specifically provided herein.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding the following text to the end thereof:
Expiration and Completion of Offer
The Offer expired at 5:00 p.m., New York City time, on March 25, 2008. All of the conditions
to the Offer have been satisfied. Based on information provided by the Depositary for the Offer,
as of the expiration time, 14,951,550 Shares were tendered pursuant to the Offer and not withdrawn
which, together with 715,141 shares to be tendered under guaranteed delivery procedures, represents
approximately 92% of the outstanding Shares. Purchaser announced that it has accepted for payment
all Shares validly tendered and not withdrawn prior to the expiration of the Offer, and payment for
such Shares will be made promptly in accordance with the terms of the Offer.
On March 26, 2008, Parent issued a press release announcing the expiration and results of the
Offer and that Purchaser has commenced a subsequent offering period for all remaining Shares that
have not yet been tendered to the Offer. The subsequent offering period will expire at 5:00 p.m.,
New York City time, on April 1, 2008. During the subsequent offering period, holders of Shares who
did not previously tender their Shares into the Offer may do so and will promptly receive the same
$19.50 per Share, net to the seller in cash without interest, paid during the initial offering
period of the Offer. Purchaser will immediately accept all Shares properly tendered during the
subsequent offering period and will pay the tendering stockholders promptly after acceptance.
Shares tendered during the subsequent offering period may not be withdrawn.
The press release issued by Parent announcing the results of the Offer and the commencement of
a subsequent offering period was filed as Exhibit (a)(5)(ii) to Amendment No. 4 to Purchasers
Tender Offer Statement on Schedule TO.
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ITEM 9. EXHIBITS.
INDEX TO EXHIBITS
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Exhibit No.
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Description
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Exhibit (a)(1)
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Offer to Purchase, dated February 22, 2008*
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Exhibit (a)(2)
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Form of Letter of Transmittal*
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Exhibit (a)(3)
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Form of Notice of Guaranteed Delivery*
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Exhibit (a)(4)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
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Exhibit (a)(5)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees*
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Exhibit (a)(6)
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Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9*
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Exhibit (a)(7)
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Form of Summary Advertisement as published on February 22,
2008*
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Exhibit (a)(8)
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Press Release dated February 11, 2008*
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Exhibit (a)(9)
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Opinion of Greene Holcomb & Fisher dated February 10, 2008*
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Exhibit (a)(10)
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Letter to Shareholders of the Company dated February 22, 2008*
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Exhibit (e)(1)
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Agreement and Plan of Merger dated as of February 11, 2008,
among Parent, Purchaser and the Company*
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Exhibit (e)(2)
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Amendment No. 1 to Agreement and Plan of Merger, dated as of
February 20, 2008, by and between Parent, Purchaser and the
Company*
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Exhibit (e)(3)
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Employment Agreement, made on February 10, 2008, between the
Company and Robert G. Dutcher*
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Exhibit (e)(4)
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Employment Agreement, dated February 19, 2008, between the
Company and Jules L. Fisher*
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Exhibit (e)(5)
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Employment Agreement, dated February 19, 2008, between the
Company and Irving R. Colacci*
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Exhibit No.
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Description
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Exhibit (e)(6)
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Employment Agreement, dated February 19, 2008, between the
Company and James D. Gustafson*
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Exhibit (e)(7)
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Employment Agreement, dated February 19, 2008, between the
Company and Shawn F. McCarrey*
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Exhibit (e)(8)
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Employment Agreement, dated February 19, 2008, between the
Company and Robert J. Scott*
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Exhibit (e)(9)
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Employment Agreement, dated February 19, 2008, between the
Company and John C. Riles*
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Exhibit (e)(10)
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Robert Dutcher Supplemental Executive Retirement Deferred Compensation Agreement, Restated as of August 1, 2006*
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Exhibit (e)(11)
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Form of Tender and Support Agreement, dated February 11,
2008, by and among MEDRAD, Inc., Phoenix Acquisition Corp.
and each of the following directors and executive officers
of the Company: Robert G. Dutcher, Jules L. Fisher, Irving
R. Colacci, James D. Gustafson, Robert J. Scott, Shawn F.
McCarrey, Donald C. Wegmiller, Seymour J. Mansfield, William
C. Mattison, Whitney A. McFarlin, Rodney A. Young and Mary
K. Brainerd*
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Exhibit (e)(12)
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Confidentiality Agreement between Parent and the Company
dated October 12, 2007*
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Exhibit (e)(13)
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Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of February 11, 2008, by and between the Company
and Wells Fargo Bank, National Association*
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Exhibit (e)(14)
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Possis Medical, Inc. Change in Control Termination Pay Plan,
amended effective February 10, 2008*
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Exhibit (g)
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None
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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POSSIS MEDICAL, INC.
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By:
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/s/ ROBERT G. DUTCHER
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Name:
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Robert G. Dutcher
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Title:
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Chairman, President and Chief Executive Officer
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Dated: March 26, 2008
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