8-K 1 a2075987z8-k.txt FORM 8-K ================================================================================ 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): April 2, 2002 RAYTEL MEDICAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

~~Table~~---------------------------------------------------------------------------------------------------------------------- Delaware 000-27186 94-2787342 ---------------------------------------------------------------------------------------------------------------------- (State or other jurisdiction of ~~Contents~~Commission file number (I.R.S. Employer incorporation organization) Identification Number) ----------------------------------------------------------------------------------------------------------------------

2755 Campus Drive San Mateo, California 94403 (Address of principal executive offices) (650) 349-0800 (Registrant's telephone number, including area code) ================================================================================ ITEM 1. CHANGES IN CONTROL OF REGISTRANT On April 2, 2002, SHL TeleMedicine Ltd., an Israeli corporation ("SHL"), announced that it and its indirect wholly-owned subsidiary SHL TeleMedicine Acquisition Corp., a Delaware corporation ("Purchaser"), had consummated its tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Raytel Medical Corporation, a Delaware corporation ("Raytel"), including the associated rights to purchase the series A preferred stock of Raytel issued pursuant to a rights agreement, dated as of August 14, 1998, at a price of $10.25 per share, net to the seller in cash, without interest thereon. The Offer expired as scheduled at 5:00 p.m, New York City time on Monday, April 1, 2002. Based upon information provided by Alpine Fiduciary Services, Inc., the depositary for the tender offer, 2,302,558 shares of Raytel common stock were tendered (including approximately 14,680 shares tendered pursuant to procedures for guaranteed delivery) out of approximately 2,988,687 shares currently outstanding, or approximately 77% of all outstanding shares. All such shares have been accepted for purchase in accordance with the terms of the Offer. The Purchaser has provided a subsequent offering period during which Raytel stockholders may tender, but not withdraw, their shares and receive the offer consideration. The subsequent offering period expires at 5:00 p.m. New York City time on Tuesday, April 9, 2002. Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2002 (the "Merger Agreement"), by and among Raytel, SHL and the Purchaser, SHL is entitled to designate such number of directors to be elected to the Board of Directors of Raytel (the "Board"), rounded up to the next whole number, as is equal to the product obtained by multiplying the total number of directors on the Board by the percentage that the number of shares so purchased and paid for bears to the total number of shares then outstanding. Four individuals designated by SHL have been elected directors of Raytel and now make up a majority of Raytel's six member board. Pursuant to the Merger Agreement, Purchaser will be merged with and into Raytel (the "Merger") and Raytel will continue as the surviving corporation and as an indirect wholly-owned subsidiary of SHL. It is expected that the Merger will be completed by the end of the second quarter of 2002. At the effective time of the Merger, each issued and outstanding share of common stock of Raytel (other than shares owned by SHL or any of its subsidiaries (including the Purchaser), shares held by Raytel as treasury stock, and shares held by stockholders who properly demand appraisal and comply with the provisions of Section 262 of the Delaware General Corporation Law relating to dissenters' rights of appraisal) will be converted into the right to receive $10.25 per share in cash, without interest. Raytel has been advised by Purchaser that the total cost to purchase all the outstanding Raytel shares pursuant to the Offer and the Merger and to pay transaction fees and expenses is approximately $35.1 million. The total amount of funds required to purchase the 2,302,558 shares purchased in the Offer was approximately $23.6 million. Purchaser has advised Raytel that it obtained all necesssary funds from intercompany loans from SHL TeleMedicine North America, Inc., its sole stockholder and an indirect wholly-owned subsidiary of SHL ("SHL NA"). With respect to the intercompany loans from SHL NA, Purchaser has further advised Raytel as follows: 2 SHL NA obtained the funds for the intercompany loans to Purchaser from an equity contribution by SHL NA's sole stockholder and a $24,000,000 loan from Bank Leumi USA pursuant to a Loan Agreement, dated as of April 2, 2002. The loan bears interest at LIBOR (six month) plus a margin of 0.57% and is unsecured. $5,000,000 principal amount of the loan is due April 2, 2003, and the balance is due April 2, 2004. Other than as set forth herein or in the Merger Agreement, there are no arrangements known to Raytel, including any pledge by any person of any securities of Raytel, the operation of which may at a subsequent date result in a change of control of Raytel. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 8, 2002, Richard Bader resigned as Raytel's Chariman of the Board and Chief Executive Officer and as a director. Mr. Bader did not indicate in his letter that he was resigning as a director because of a disagreement with Raytel on any matter relating to Raytel's operations, policies or practices. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits.

~~SECURITIES~~EXHIBIT ~~AND~~NO. ~~EXCHANGE~~DESCRIPTION ~~COMMISSION Washington~~----------- ----------- 2.1 Agreement and Plan of Merger, Ddated February 7, 2002, among Raytel Medical Corporation, SHL TeleMedicine Ltd.C and SHL TeleMedicine Acquisition Corp. ~~20549 FORM~~(incorporated ~~8-K CURRENT~~herein ~~REPORT Pursuant~~by reference to ~~Section 13~~Exhibit or2.1 ~~15(d)~~to of Raytel's Quarterly Report on Form 10-Q for the ~~Securities~~fiscal ~~Exchange~~quarter ~~Act~~ended ofDecember ~~1934~~ 31, 2001).

3 ================================================================================ 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 thereunto duly authorized. RAYTEL MEDICAL CORPORATION ================================================================================ /s/ John F. Lawler, Jr. Date: April 9, 2002 By: John F. Lawler, Jr. Vice President and Chief Financial Officer ================================================================================ 4

February 13, 2002

(Date of Report; Date of Earliest Event Reported)

Raytel Medical Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-27186		942787342
(Commission File Number)		(IRS Employer Identification No.)

2755 Campus Drive, San Mateo, California		94403
(address of principal executive offices)		(Zip Code)

(650) 349-0800

(Registrant’s telephone number, including area code)

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ITEM 5. Other Items. SIGNATURES

ITEM 5. Other Items.

On February 8, 2002, Raytel Medical Corporation (“Raytel”) announced that it had entered into a definitive merger agreement with SHL Telemedicine Ltd. (“SHL”) under which SHL has agreed to acquire Raytel. In connection with this transaction, Richard F. Bader, Raytel’s President and Chief Executive Officer, has agreed to tender his shares to SHL. Previously, on December 17, 2001, a non-binding proposal was issued to a special committee of Raytel’s Board of Directors by RT Acquisition Group, which represented Mr. Bader, Albert J. Henry, Balfour LLC and Rory Riggs (the “Filing Persons”). In connection with this proposal the Filing Persons filed a Schedule 13D with the Securities and Exchange Commission on December 18, 2001, which amended a 13D filed on October 1, 2001 by Messrs. Bader and Henry. On February 8, 2002, the Filing Persons further amended the Schedule 13D to disclose that Messrs. Bader and Henry and RT Acquisition Group no longer intend to act in concert with each other or with Balfour LLC and Mr. Riggs and, as such, the Filing Persons should not be deemed to constitute a group as such term is used in Section 13(d)(3) of the rules and regulations under the Securities Exchange Act of 1934, as amended. The amendment to the Schedule 13D also disclosed that, in accordance with the terms of the definitive merger agreement with SHL, Messrs. Bader and Henry and RT Acquisition Group no longer intend to engage in discussions with the special committee of Raytel’s Board of Directors in connection with the non-binding proposal submitted on December 17, 2001.

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.

	RAYTEL MEDICAL CORPORATION
Date: February 13, 2002		By:	/s/ John F. Lawler Jr.
		John F. Lawler Jr. Vice President and Chief Financial Officer

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