UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): ~~March~~April 1220, 2012

ZOLL MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	000-20225	04-2711626
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
269 Mill Road Chelmsford, Massachusetts		01824
(Address of principal executive offices)		(Zip Code)

269 Mill Road Chelmsford, Massachusetts		01824
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (978) 421-9655

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-kK 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 1 3.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing.

OnAs previously disclosed, on March 12, 2012, ZOLL Medical Corporation, a(“ZOLL” ~~Massachusetts~~or ~~corporation (~~the “Company”), entered into an ~~Agreement~~ agreement and ~~Plan~~plan of ~~Merger~~merger (the “Merger Agreement”), ~~among~~with ~~the Company,~~ Asahi Kasei Corporation, ~~a Japanese corporation~~ (“~~Parent~~Asahi Kasei”), Asahi Kasei Holdings US, Inc., a ~~Delaware~~direct ~~corporation and~~ wholly-owned subsidiary of ~~Parent~~Asahi Kasei (“HoldCo”) and Asclepius Subsidiary Corporation, a ~~Massachusetts~~direct ~~corporation and~~ wholly-owned subsidiary of HoldCo (“~~Merger Sub~~Purchaser”)~~, pursuant to which, among other things, Merger Sub will commence a tender offer for all the issued and outstanding shares of the Company’s common stock, par value $0~~.01 per share (the “Shares”), subject to the terms and conditions of the Merger Agreement. As publicly announced by the Company on July 12, 2011, the Company has granted exclusive rights to Parent to import and distribute certain of the Company’s products in Japan.

Pursuant to the Merger Agreement, on March 26, 2012, Asahi Kasei and Purchaser commenced a tender offer to purchase all outstanding shares of ZOLL’s common stock (the “Shares”) at a price of $93.00 per share in cash, net to the holder thereof, without interest and subject to the applicable withholding of taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 26, 2012, and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the “Offer”). On April 23, 2012, Asahi Kasei announced that the initial offering period of the Offer expired at 12:00 Midnight, New York City time at the end of Friday, April 20, 2012. The depositary for the Offer advised Asahi Kasei and Purchaser that, as of such time, an aggregate of approximately 20,916,921 Shares were tendered into, and not withdrawn from, the Offer (including 3,088,887 Shares tendered by notices of guaranteed delivery, a portion of which were not ultimately tendered) representing approximately 93.82% of the outstanding Shares and approximately 86.08% of the outstanding Shares calculated on a fully diluted basis. Excluding shares tendered by notices of guaranteed delivery, the validly tendered Shares represent approximately 79.97% of the outstanding Shares and approximately 73.37% of the outstanding Shares calculated on a fully diluted basis. Purchaser accepted for payment all Shares that were validly tendered and not properly withdrawn.

~~Pursuant~~In toaddition, ~~the~~on ~~Merger~~April 23, ~~Agreement~~2012, ~~and~~Asahi ~~upon~~Kasei ~~the~~announced ~~terms~~that ~~and~~Purchaser ~~subject~~commenced ~~to the conditions thereof, Merger Sub will commence~~ a ~~cash~~subsequent ~~tender~~offering ~~offer~~period ~~(the~~for ~~“Offer”) to purchase~~ all ofremaining untendered ~~the outstanding~~ Shares, atwhich aexpired ~~purchase~~at ~~price of $93.~~12:00 ~~per Share~~Midnight, ~~net~~New toYork ~~the~~City ~~seller thereof in cash~~time, ~~without~~at ~~interest and less any required withholding taxes (~~the ~~“Offer~~ ~~Price”).~~end ~~The Offer will remain open for a minimum~~ of 20Wednesday, ~~business days from commencement~~April 25, ~~subject to possible extension on the terms set forth in the Merger Agreement~~2012. The ~~Pursuant~~depositary tofor the ~~Merger Agreement, after the consummation of the~~ Offer, ~~and~~advised ~~subject~~Purchaser tothat ~~the~~an ~~satisfaction~~aggregate ~~or waiver~~ of ~~certain conditions set forth in the Merger Agreement~~20,745,382 ~~Merger~~Shares ~~Sub~~were ~~will~~validly betendered ~~merged~~in ~~with and into~~ the ~~Company~~initial tender ~~(the~~offer ~~“Merger”)~~ and the ~~separate~~subsequent ~~corporate~~offering ~~existence~~period, ofwhich ~~Merger~~represented ~~Sub will~~approximately ~~cease at that time (the “Effective Time”)~~93.05% ~~Following the consummation~~ of the ~~Merger, the~~ Company’s ~~will~~issued ~~continue as the surviving corporation (the “Surviving Corporation”)~~ and anoutstanding ~~indirect wholly-owned subsidiary of Parent~~Shares. AtPurchaser ~~the~~has ~~Effective~~accepted ~~Time,~~for ~~each~~payment ~~Share~~all ~~(other than any~~ Shares ~~owned~~that bywere ~~Parent,~~validly ~~HoldCo~~tendered or Merger Sub, the Company or any subsidiary thereof, and any Shares owned by stockholders who have properly exercised any available rights of appraisal under Part 13 of the Massachusetts Business Corporation Act) will be cancelled and automatically converted into the right to receive an amount in ~~cash equal to~~ the ~~Offer~~subsequent ~~Price.~~offering period.

~~The~~Pursuant to the terms and subject to the conditions of the Merger Agreement, ~~includes~~Purchaser ~~customary~~filed ~~representations,~~articles ~~warranties~~of ~~and~~merger ~~covenants~~(the “Articles of Merger”) with the ~~Company~~Secretary of State of the State of Massachusetts on April 26, ~~Parent~~2012. Pursuant to the Articles of Merger, ~~HoldCo~~Purchaser will be merged with and into ZOLL (the “Merger”) ~~Sub~~effective as of 5:30 p.m. ~~The Company~~EDT ~~has~~on ~~agreed~~April 26, to2012 ~~operate~~(the ~~its~~“Effective ~~business~~Time”). As ina ~~the~~result ~~ordinary~~of ~~course~~the ~~consistent~~Offer ~~with~~and ~~past~~the ~~practice~~Merger, ~~until~~after the Effective Time., ~~The~~ZOLL ~~Company~~will ~~has~~no ~~also~~longer ~~agreed~~fulfill the numerical listing requirements of The NASDAQ Global Select Market (1“NASDAQ”). toAccordingly, ~~cease~~on ~~all~~April 26, ~~existing~~2012, ~~and~~ZOLL ~~agreed~~notified ~~not~~NASDAQ of its intent to ~~solicit~~remove orthe ~~initiate~~Shares ~~any~~from ~~additional,~~listing ~~discussions with~~on ~~third~~NASDAQ ~~parties~~and ~~regarding~~requested ~~other~~that ~~proposals~~NASDAQ tofile ~~acquire~~a delisting application with the ~~Company~~Securities and Exchange Commission (2“SEC”) to ~~certain~~delist ~~restrictions~~and deregister the Shares. ZOLL expects that NASDAQ will remove the Shares from listing on ~~its~~NASDAQ ~~ability~~prior to ~~respond~~NASDAQ toopening ~~such~~on ~~proposals~~April 27, ~~subject~~2012. ZOLL expects NASDAQ to ~~fulfillment~~file a Notification of ~~certain~~Removal ~~fiduciary~~from ~~requirements~~Listing and/or Registration under Section 12(b) of the ~~Company’s~~Securities ~~Board~~Exchange Act of ~~Directors. The~~1934, ~~Merger~~as ~~Agreement~~amended ~~also~~(the ~~includes~~“Exchange ~~customary~~Act”), ~~termination~~with ~~provisions~~the ~~for~~SEC ~~both~~on ~~the~~Form 25 ~~Company~~to ~~and~~delist ~~Parent~~ and ~~provides~~deregister ~~that,~~the Shares. ZOLL inwill ~~connection~~file with the ~~termination~~SEC ofa ~~the~~certification ~~Merger~~on ~~Agreement~~Form 15 under ~~specified~~the ~~circumstances~~Exchange Act, requesting the deregistration of the Shares and suspension of the Company’s ~~may~~reporting beobligations ~~required~~under toSections ~~pay~~13(a) and 15(d) of the ~~Parent~~Exchange aAct ~~termination~~with ~~fee~~respect ofto ~~$64,000,000~~the Shares.

~~Consummation~~Item of3.03. ~~the~~Material ~~Offer~~Modification ~~is subject~~ to ~~various~~Rights ~~conditions, including (1) the valid tender~~ of ~~the~~ ~~number~~Security of Shares that would represent at least two-thirds of the total number of outstanding Shares on a fully diluted basis, where “on a fully diluted basis” means, subject to limited exclusions, the sum of (a) all Shares outstanding plus (b) all Shares the Company may be required to issue pursuant to warrants, options or other obligations outstanding at the expiration Holders.

~~date~~At of the ~~Offer~~Effective ~~under~~Time, ~~employee~~each ~~stock~~remaining orissued ~~similar~~and ~~benefit~~outstanding ~~plans~~Share ~~or otherwise, whether or~~ not ~~vested~~tendered orin ~~then~~the ~~exercisable~~Offer, ~~(2) the~~other ~~expiration~~than orShares ~~termination~~held ofby ~~any~~ZOLL, ~~applicable~~Asahi ~~waiting~~Kasei ~~periods under~~or ~~the~~Purchaser ~~U.S.~~or ~~Hart-Scott-Rodino~~any ~~Antitrust Improvements Act~~ of ~~1976,~~their asrespective ~~amended,~~subsidiaries ~~(3)~~ and ~~the~~Shares held ~~consummation~~by ofshareholders ~~the~~who ~~Offer~~properly ~~not~~exercise ~~being~~appraisal ~~unlawful~~rights, ~~under~~if ~~the~~any, ~~antitrust~~available orunder ~~similar~~Massachusetts ~~laws of certain foreign jurisdictions~~law, ~~the~~will ~~absence~~be ofcanceled ~~a Company Material Adverse Effect (as defined in the Merger Agreement)~~ and ~~(4) the~~converted ~~satisfaction~~into ~~of certain other customary closing conditions. Neither~~ the ~~Offer~~right ~~nor the Merger is subject~~ to areceive ~~financing condition. Parent plans to finance~~ the ~~transaction~~Offer ~~with~~Price ~~a combination~~in of cash, onwithout ~~hand~~interest ~~and~~thereon ~~bank debt~~ and ~~has~~less ~~received~~any ~~financing~~required ~~commitments from UBS AG, Tokyo Branch~~withholding taxes.

~~The~~Item closing of the Merger is subject to customary closing conditions, and, depending on the number of Shares held by Parent, HoldCo and Merger Sub after the time at which Merger Sub accepts for payment all Shares validly tendered into the Offer and not properly withdrawn prior to the expiration of the Offer (the “Acceptance Time”), approval of the Merger Agreement by the Company’s stockholders may be required5.01. ~~If,~~Change after the Acceptance Time, the adoption of the Merger Agreement by the Company’s stockholders is not required to consummate the Merger, the parties will take such action to cause the Merger to become effective as soon as practicable after the Acceptance Time in ~~accordance~~Control ~~with the short-form merger provisions under Massachusetts law without the adoption~~ of ~~the Merger Agreement by the Company’s stockholders~~Registrant. In addition, subject to the terms of the Merger Agreement, the Company has granted Merger Sub an irrevocable option (the “Top-Up Option”), exercisable after the Acceptance Time and only if Merger Sub at the time owns at least 80% of the number of Shares then outstanding, to purchase from the Company that number of Shares equal to the number of Shares that, when added to the number of Shares owned by Merger Sub immediately prior to the time of exercise, constitutes the number of Shares that would be necessary for Merger Sub to be merged into the Company pursuant to the short-form merger provisions under Massachusetts law without the adoption of the Merger Agreement by the Company’s stockholders (after giving effect to the issuance of shares pursuant to the Top-Up Option), but not to exceed the number of authorized but unissued Shares, for consideration per share equal to the Offer Price.

~~Under~~As ~~the~~noted ~~terms~~in ofItem 3.01 ~~the Merger Agreement~~above, all ~~stock~~Shares ~~options outstanding immediately prior to the Acceptance Time~~ that ~~are~~were ~~not~~validly ~~then~~tendered ~~vested~~during ~~and exercisable shall become fully vested and exercisable immediately prior to~~ the ~~Acceptance~~initial ~~Time.~~offering ~~All~~period unexercised stock options that are outstanding immediately prior to the Acceptance Time will be cancelled, and the holders thereof immediately after the Effective Time will receive cash (without interest and less any applicable withholding of ~~taxes) equal to~~ the ~~excess, if any, of the~~ Offer ~~Price~~and ~~over~~not ~~the~~properly ~~per~~withdrawn ~~Share exercise~~were ~~price~~accepted offor ~~the~~payment ~~respective options multiplied~~ by ~~the total number of Shares subject to such options~~Purchaser. Upon ~~Further, all restricted stock awards outstanding immediately prior to~~ the ~~Acceptance Time, will vest in full and the restrictions with respect~~ ~~thereto~~acceptance ~~will lapse as~~ of ~~the~~Shares ~~Acceptance~~for ~~Time~~payment and ~~the~~payment ~~holders~~for ~~thereof after~~ the ~~Effective~~Shares ~~Time~~pursuant ~~will receive cash equal~~ to the Offer ~~Price~~on ~~multiplied~~April 25, by2012, ~~the~~a ~~total~~change ~~number~~ of ~~Shares~~control ~~underlying~~of ~~such~~the ~~restricted~~Company ~~stock awards, giving effect to full vesting thereof~~occurred.

~~The~~Pursuant ~~board~~to ofthe ~~directors~~terms and subject to the conditions of the ~~Company~~Merger ~~unanimously~~Agreement, ~~adopted~~the ~~resolutions~~Merger ~~(i) approving~~is expected ~~and~~to ~~declaring~~occur ~~advisable~~at the ~~Merger~~ ~~Agreement~~Effective ~~and~~Time under the ~~Offer,~~“short-form” ~~the~~merger ~~Merger,~~provisions of Section 11.05 of the ~~Top-Up~~Massachusetts ~~Option~~Business ~~and~~Corporation Act without the ~~other~~need ~~transactions~~for ~~contemplated~~a bymeeting of the ZOLL shareholders. In connection with the Merger, ~~Agreement~~each issued and outstanding Share, ~~(ii) determining~~other ~~that~~than ~~the~~Shares ~~terms~~held by ZOLL, Asahi Kasei or Purchaser or any of ~~the~~their ~~Offer~~respective subsidiaries, ~~the~~and ~~Merger~~Shares ~~Agreement~~held by shareholders who properly exercise appraisal rights, ~~the~~if ~~Merger~~any, available under Massachusetts law, will be canceled and converted into the ~~other~~right ~~transactions contemplated~~to byreceive the ~~Merger~~Offer ~~Agreement~~Price in ~~the~~cash, ~~best~~without ~~interests~~interest ofthereon ~~the~~and ~~Company’s~~less ~~stockholders~~any ~~and~~required ~~(iii) recommending~~withholding taxes.

~~that~~The ~~the~~total ~~Company’s~~amount ~~stockholders~~of ~~accept~~ the ~~Offer,~~consideration ~~tender~~payable ~~their~~in ~~Shares~~connection ~~into~~with the ~~Offer~~change ~~and,~~of tocontrol ~~the~~transaction ~~extent~~is ~~required~~approximately by$2.21 billion. ~~applicable~~Asahi ~~law~~Kasei tohas ~~consummate~~provided ~~the~~Purchaser ~~Merger,~~with ~~vote~~sufficient ~~their~~funds to purchase all Shares accepted for payment in ~~favor~~the ~~of adopting~~Offer and the Merger ~~Agreement~~.

The ~~foregoing~~description ~~summary~~ of the Merger Agreement ~~and~~set ~~the~~forth ~~transactions~~above ~~contemplated thereby~~ does ~~not~~ not purport to be complete and is ~~subject to, and~~ qualified in its entirety by, ~~the~~reference ~~full~~to ~~text of~~ the Merger Agreement, which isZOLL ~~attached~~filed as Exhibit 2.1 ~~hereto~~to its Current Report on Form 8-K, filed with the SEC on March 12, 2012, and incorporated herein by reference.

~~The~~Item Merger Agreement has been attached as an exhibit to provide investors and holders of Shares with information regarding its terms and is not intended to modify or supplement any factual disclosures about the Company, Parent, HoldCo or Merger Sub in the Company’s public reports filed with the U5.S02. ~~Securities~~Departure ~~and Exchange Commission (the “SEC”). The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes~~ of ~~the~~Directors Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by the Company’s stockholders. None of the Company’s stockholders or ~~any~~Certain ~~other~~Officers; ~~third~~Election ~~parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations~~ of ~~the~~Directors; ~~actual~~Appointment ~~state~~ of ~~facts~~Certain orOfficers; ~~conditions of~~Compensatory ~~the~~Arrangements ~~Company, Parent, HoldCo or Merger Sub or any~~ of ~~their~~Certain ~~respective subsidiaries or affiliates~~Officers. The Merger Agreement and this summary are not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. Factual disclosures about the Company contained in public reports filed with the SEC may supplement, update or modify the factual disclosures contained in the Merger Agreement.

~~Tender~~As ~~and~~of ~~Voting~~the Effective Time, pursuant to Section 3.03 of the Merger Agreement, the directors of Purchaser immediately prior to the Effective Time will become the directors of ZOLL.

In order to induce Parent, HoldCo and Merger Sub to enter into the Merger Agreement, each director and certain executive officers of the Company entered into a tender and voting agreement (the “Tender and Voting Agreement”) with Parent, HoldCo and Merger Sub concurrent with the execution and delivery of the Merger Agreement. Shares held by these directors and officers that are eligible to be tendered into the Offer represent, in the aggregate, approximately 0.4% of Shares outstanding on the date of the Merger Agreement. Subject to the terms and conditions of the Tender and Voting Agreement, such stockholders agreed, among other things, to tender their Shares in the Offer no later than ten business days following the commencement of the Offer and, if required, to vote their Shares in favor of adoption of the Merger Agreement. The foregoing description of the Tender and Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Tender and Voting Agreement, a copy of which is filed as Exhibit 99.1 hereto and is hereby incorporated into this report by reference.

Item 3.03 Material Modification to Rights of Security Holders.

Effective March 12, 2012, prior to the execution of the Merger Agreement, the board of directors of the Company approved an Amendment (the “Amendment”) to the Shareholder Rights Agreement, dated as of April 23, 2008, between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”).

The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger, the Offer, the Tender and Voting Agreement, the Merger Agreement and the transactions contemplated thereby. The Amendment provides that the execution and delivery of the Merger Agreement and/or the Tender and Voting Agreement, or the consummation of the Offer, the Merger and/or the other transactions contemplated by the Merger Agreement, will not be deemed to result in either Parent, HoldCo or Merger Sub becoming an “Acquiring Person” (as such term is defined in the Rights Agreement). In addition, the Amendment provides that none of a “Stock Acquisition Date,” a “Distribution Date,” a “Section 11(a)(ii) Event” or a “Section 13 Event” (each as defined in the Rights Agreement) shall occur, and that “Rights” (as defined in the Rights Agreement) will not separate from the Shares, in each case, by reason of the execution and delivery of the Merger Agreement and/or the Tender and Voting Agreement, or the consummation of the Offer, the Merger and/or the other transactions contemplated by the Merger Agreement. The Amendment also provides that the Rights Agreement shall expire immediately prior to the Effective Time (as defined in the Merger Agreement) if the Rights Agreement has not otherwise terminated. If the Merger Agreement is terminated, the changes to the Rights Agreement pursuant to the Amendment will be of no further force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

On March 12, 2012, the Company and Parent issued a joint press release relating to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information

The tender offer described in this current report on Form 8-K has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC and the Company will thereafter file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. These documents (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

Safe Harbor for Forward-Looking Statements

Statements in this Current Report on Form 8-K may contain, in addition to historical information, certain forward-looking statements. All statements included in this Current Report on Form 8-K concerning activities, events or developments that Parent and the Company expect, believe or anticipate will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including uncertainties as to the timing of the Offer and the Merger; uncertainties as to how many of the Company’s stockholders will tender their Shares in the Offer; the risk that competing offers will be made; the possibility that various closing conditions for the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Offer or the Merger; the effects of disruption from the Offer and the Merger making it more difficult for the Company to maintain relationships with employees, distributors, other business partners or governmental entities; other business effects, including the effects of industrial, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the tender offer documents to be filed by Merger Sub and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company. Copies of the Company’s filings with the SEC may be obtained at the “Investors” section of the Company’s website at http://www.zoll.com. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits.
2.1		Agreement and Plan of Merger, dated as of March 12, 2012, between the Company, Parent, HoldCo and Merger Sub.*
4.1		Amendment, effective as of March 12, 2012, to the Shareholder Rights Agreement by and among the Company and Computershare Trust Company, N.A., as Rights Agent.
99.1		Form of Tender and Voting Agreement and schedule of signatories thereto
99.2		Joint Press Release issued by the Company and Parent, dated March 12, 2012.
*		The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 12, 2012, between the Company, Parent, HoldCo and Merger Sub.*
4.1		Amendment, effective as of March 12, 2012, to the Shareholder Rights Agreement by and among the Company and Computershare Trust Company, N.A., as Rights Agent.
99.1		Form of Tender and Voting Agreement and schedule of signatories thereto
99.2		Joint Press Release issued by the Company and Parent, dated March 12, 2012.
*		The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

ZOLL MEDICAL CORPORATION

ZOLL Medical Corporation

Date: March 12, 2012

/s/ Richard A. Packer

Date: April 26, 2012

/s/ Richard A. Packer

Richard A. Packer

Chief Executive Officer

Filing Compare · ZOLL MEDICAL CORP