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): DECEMBER 19, 2007
OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
| CALIFORNIA | 000-23125 | 330238801 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) |
12525 CHADRON AVENUE
HAWTHORNE, CA 90250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 December 19, 2007, OSI Systems, Inc., a California corporation (the “Company”), effected a “short-form” merger of a wholly-owned subsidiary of the Company with and into Spacelabs Healthcare, Inc., a Delaware corporation (“Spacelabs”), under the General Corporation Law of the State of Delaware. Prior to the merger, the Company owned approximately ninety and seven-tenths percent (90.7%) of the outstanding shares of the common stock, par value $.001 per share (“Common Stock”), of Spacelabs and the remaining approximately nine and three-tenths percent (9.3%) was held by various individuals and entities (the “Minority Shareholders”). Upon the consummation of the merger, Spacelabs became a wholly-owned subsidiary of the Company and each share of Common Stock held by the Minority Shareholders immediately prior to the effective time of the merger was (except for stockholders who properly exercise dissenters’ rights under Delaware law) converted into the right to receive 100p or US$2.01 per share, without interest. The Common Stock, which prior to the merger traded under the ticker symbol “SLAB” on the AIM (formerly known as the Alternative Investment Market), a stock market administered by the London Stock Exchange, will be de-listed from AIM in connection with the merger.
Prior to the completion of the merger, all of the assets and liabilities of Spacelabs had been fully reflected in the Company’s consolidated financials with an appropriate adjustment for the minority interest in Spacelabs.
On December 20, 2007, the Company also issued a press release regarding the merger. A copy of the press release is attached to this filing as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 99.1 | Press Release of OSI Systems, Inc. dated December 20, 2007 | |
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 hereunto duly authorized.
| OSI SYSTEMS, INC. | ||||||||
| Date: December 20, 2007 | ||||||||
| By: | /s/ Victor Sze | |||||||
| Victor Sze | ||||||||
| General Counsel | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of OSI Systems, Inc. dated as of December 20, 2007 | |
EXHIBIT 99.1
OSI Announces Completion of Spacelabs Healthcare Merger
HAWTHORNE, Calif. — December 20, 2007 —OSI Systems, Inc. (Nasdaq:OSIS), a vertically-integrated provider of specialized electronic products for critical applications in the security and healthcare industries, announced today that pursuant to previously-published plans it has effected a Delaware short-form merger of Spacelabs Healthcare. As a result, Spacelabs Healthcare is now a wholly owned subsidiary of OSI Systems. Within the next 10 days, notification of the merger and related information will be sent to Spacelabs’ pre-merger stockholders.
About OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products in diversified markets, including homeland security, healthcare, defense and aerospace. The Company has more than 30 years of experience in electronics engineering and manufacturing and maintains offices and production facilities located in more than a dozen countries. It implements a strategy of expansion by leveraging its electronics and contract manufacturing capabilities into selective end product markets through organic growth and acquisitions. For more information on OSI Systems, Inc. or any of its divisions, visit www.osi-systems.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information regarding the Company’s expectations, goals or intentions about the future, including the Company’s predictions with regard to the prospective performance of, and market acceptance of, its products. The actual results may differ materially from those described in or implied by any forward-looking statement. Other important factors are set forth in our Securities and Exchange Commission filings. All forward-looking statements speak only as of the date made, and we undertake no obligation to update these forward-looking statements.
For Further Information
OSI Systems, Inc
Jeremy Norton – Vice President, Investor Relations
12525 Chadron Ave
Hawthorne CA 90250
Tel: (310) 349 2237
E: jnorton@osi-systems.com