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): August 1, 2012
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-33642 | 33-0368882 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 40 Parker Irvine, California |
92618 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 297-7000
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)) |
Item 7.01. Regulation FD Disclosure.
On August 1, 2012, Masimo Corporation (“Masimo”), the inventor of rainbow® Pulse CO-Oximetry™, and SET® Measure-Through Motion and Low Perfusion pulse oximetry, announced it has acquired PHASEIN AB, a developer and manufacturer of ultra-compact mainstream and sidestream capnography, multigas analyzers and handheld capnometry solutions, based in Stockholm, Sweden (“Phasein”). Masimo agreed to pay approximately $30.4 million for all outstanding shares of Phasein, subject to adjustments contained in the acquisition agreement. Masimo funded the acquisition entirely with existing cash and cash equivalents. The acquisition of Phasein’s multigas technologies complements Masimo’s breakthrough innovations for patient monitoring with a portfolio of products ranging from original equipment manufacturer solutions for external “plug-in-and-measure” gas analyzers and integrated modules to handheld devices. A copy of Masimo’s press release announcing the acquisition is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following item is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated August 1, 2012, issued by Masimo Corporation. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASIMO CORPORATION | ||||
| a Delaware corporation | ||||
| Date: August 1, 2012 | By: | /S/ MARK P. DE RAAD | ||
| Mark P. de Raad | ||||
| Executive Vice President & Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated August 1, 2012, issued by Masimo Corporation. | |