UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Data Critical Corporation
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(Name of Issuer)
Common Stock ($.001 par value per share)
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(Title of Class of Securities)
237622 10 5
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(CUSIP Number)
Robert E. Healing
Corporate Counsel
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431-0001
Telephone: (202) 373-2243
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Dennis V. Osimitz
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
July 19, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
(Continued on following pages)
(Page 1 of 14 Pages)
SCHEDULE 13D
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13D
Page 2 of 14 Pages
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1 NAME OF REPORTING PERSONS: General Electric Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): 14-0689340
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES Approximately 9,094,884 shares (See Item 4)*
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
Approximately 9,094,884 shares (See Item 4)*
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 9,094,884 shares (See Item 4)*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 44.3% of the Shares issued and outstanding assuming
exercise of the option to purchase Shares granted under the Stock
Option Agreement described in Item 4 of this Statement.
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14 TYPE OF REPORTING PERSON
CO
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*Reporting Person disclaims legal and beneficial ownership of all shares.
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Page 3 of 14 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.001 par value (the
"Shares"), of Data Critical Corporation ("Data Critical"). Data Critical's
principal executive offices are located at 19820 North Creek Parkway, Suite 100,
Bothell, Washington 98011.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by General Electric Company, a New York
corporation ("GE"). GE is one of the largest and most diversified industrial
corporations in the world. GE has engaged in developing, manufacturing and
marketing a wide variety of products for the generation, transmission,
distribution, control and utilization of electricity since its incorporation in
1892. Over the years, GE has developed or acquired new technologies and services
that have broadened considerably the scope of its activities. GE's products
include major appliances; lighting products; industrial automation products;
medical diagnostic imaging equipment; motors; electrical distribution and
control equipment; locomotives; power generation and delivery products; nuclear
power support services and fuel assemblies; commercial and military aircraft jet
engines; and engineered materials, such as plastics, silicones and superabrasive
industrial diamonds. GE's services include product services; electrical product
supply houses; electrical apparatus installation, engineering, repair and
rebuilding services; and computer-related information services. Through its
affiliate, the National Broadcasting Company, Inc., GE delivers network
television services, operates television stations, and provides cable
programming and distribution services. Through another affiliate, General
Electric Capital Services, Inc., GE offers a broad array of financial and other
services including consumer financing, commercial and industrial financing, real
estate financing, asset management and leasing, mortgage services, consumer
savings and insurance services, specialty insurance and reinsurance, and
satellite communications.
GE operates in more than 100 countries around the world, including 280
manufacturing plants in 26 different nations. GE's principal executive offices
are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203)
373-2211).
GE has not and, to the best of GE's knowledge, none of its respective
executive officers or directors has been, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
The name, business address and present principal occupation (including
the name and address of the corporation or organization in which such employment
is conducted) of each executive officer and director of GE is set forth in
Schedule A to this Schedule 13D and is specifically incorporated herein by
reference in its entirety.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Stockholder Agreements described in Item 4 of this Statement were
entered into by GE and the Stockholders (as defined below) listed in Item 4 as
an inducement to GE and Ether Merger Corp., a Delaware corporation and an
indirect, wholly owned subsidiary of GE ("Ether"), to enter into the Agreement
and Plan of Merger among GE, Ether and Data Critical, dated as of July 19, 2001
(the "Merger Agreement"). The Stock Option Agreement described in Item 4 of this
statement was entered into by GE and Data Critical as an inducement to GE and
Ether to enter into the Merger Agreement. Except as set forth in the preceding
sentence, neither GE nor Ether has paid consideration in connection with
entering into the Stockholder Agreements or the Stock Option Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
On July 19, 2001, GE, Ether and Data Critical entered into the Merger
Agreement, providing for the merger of Ether with and into Data Critical (the
"Merger") for the consideration specified therein, with Data Critical surviving
the Merger and becoming an indirect, wholly owned subsidiary of GE (the
"Surviving Corporation"). Pursuant to the Merger Agreement, in the Merger each
outstanding Share (other than Shares that are held in the treasury of Data
Critical, Shares owned by GE or by any wholly owned subsidiary of GE and Shares
held by stockholders who properly perfect appraisal rights under the Delaware
General Corporation Law) will be converted into the right to receive the
consideration specified in the Merger Agreement.
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Page 4 of 14 Pages
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Pursuant to the Merger Agreement, at the effective time of the Merger,
the Certificate of Incorporation of Data Critical shall be amended as set forth
in Exhibit C to the Merger Agreement and the Bylaws of Ether shall be the Bylaws
of the Surviving Corporation; the directors of Ether shall become the directors
of the Surviving Corporation and the officers of Data Critical shall remain the
officers of the Surviving Corporation. It is anticipated that, following the
consummation of the Merger, the Shares will be terminated from registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
A copy of the Merger Agreement is included as Exhibit 1 hereto and the
description of the Merger Agreement contained herein is qualified in its
entirety by reference to Exhibit 1, which is incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, in order to
induce GE and Ether to enter into the Merger Agreement, Kimberlin Family
Partners, Oshkim Limited Partners, David E. Albert, Aether Systems, Inc., Apex
Investment Fund II, L.P. and Warburg, Pincus Ventures, L.P. (collectively, the
"Stockholders") who own an aggregate of 5,688,354 (approximately 33.2%) of the
outstanding Shares, entered into stockholder agreements (the "Stockholder
Agreements"), each dated as of July 19, 2001, with GE.
Pursuant to the Stockholder Agreements, each Stockholder has agreed
that (a) the Stockholder will vote the Shares held by such Stockholder in favor
of the Merger and the Merger Agreement; (b) the Stockholder will vote his or her
Shares against (i) any other merger agreement or merger, consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by Data Critical or any other
Takeover Proposal (as defined in the Merger Agreement) or (ii) any amendment of
Data Critical's Certificate of Incorporation or Bylaws or other proposal or
transaction involving Data Critical, which amendment or other proposal or
transaction would in any manner impede, frustrate, prevent or nullify the
Merger, the Merger Agreement or any of the other transactions contemplated by
the Merger Agreement; (c) the Stockholder will not (i) sell, transfer, pledge,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement (including any profit sharing arrangement) with respect to the sale,
transfer, pledge, assignment or other disposition of, his or her Shares to any
person or (ii) enter into any voting arrangement, whether by proxy, voting
agreement or otherwise, in connection with his or her Shares; (d) the
Stockholder will not, and will not permit any investment banker, attorney or
other adviser or representative of such Stockholder to, (i) directly or
indirectly solicit, initiate or encourage the submission of, any Takeover
Proposal or (ii) directly or indirectly participate in any discussions or
negotiations regarding, or furnish to any person any information with respect
to, or take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any
Takeover Proposal; and (e) the Stockholder will use the Stockholder's best
efforts to support, consummate and make effective the Merger and the other
transactions contemplated by the Merger Agreement.
The Stockholder Agreements terminate upon the earlier of (i) the
effective time of the Merger and (ii) six months after the termination of the
Merger Agreement (except in certain circumstances, upon termination of the
Merger Agreement as set forth in the Stockholder Agreements).
In addition to the Stockholder Agreements, GE and Data Critical entered
into a Stock Option Agreement, dated as of July 19, 2001 (the "Stock Option
Agreement"), pursuant to which Data Critical has granted GE an option to
purchase (the "Option") from time to time 3,406,530 Shares, which as of July 19,
2001, represented approximately 19.9% of the aggregate Shares then outstanding,
at a price of $3.75 per Share. If Data Critical issues additional Shares, the
number of Shares exercisable under the Option will be increased so that the
Shares to be issued under the Option represent 19.9% of the Shares than issued
and outstanding.
The description of the Stockholder Agreements and the Stock Option
Agreement contained herein is qualified in its entirety by reference to the
copies of the form of Stockholder Agreements included as Exhibit 2 and the Stock
Option Agreement included as Exhibit 4 hereto, which are incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) By reason of the Stockholder Agreements and the Stock Option
Agreement described in Item 4, GE may be deemed to be the beneficial
owner of, in the aggregate, 9,094,884 Shares. Such Shares represent
approximately 44.3% of the outstanding Shares, based upon the number of
Shares outstanding as of July 19, 2001. By virtue of the limited nature
of the Stockholder Agreements and Stock Option Agreement, GE expressly
disclaims beneficial ownership of such Shares. Except as described in
this Schedule 13D, neither GE nor, to the best knowledge of GE, any of
the persons listed in Item 2 above, beneficially owns or has acquired
or disposed of any Shares during the past 60 days.
(d) Not applicable.
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Page 5 of 14 Pages
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 4, GE anticipates that it will acquire the entire
equity interest in Data Critical pursuant to the Merger Agreement.
Other than the Merger Agreement, the Stock Option Agreement and the
Stockholder Agreements described in Item 4 to this Statement, to the
best knowledge of GE, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the
persons listed in Item 2 of this Statement and any person with respect
to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of July 19, 2001, among
GE, Ether and Data Critical (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K of Data Critical filed on
July 23, 2001).
2. Form of Stockholder Agreement, dated as of July 19, 2001, between
GE and certain stockholders of Data Critical (incorporated by
reference to Exhibit 2.3 to the Current Report on Form 8-K of
Data Critical filed on July 23, 2001).
3. Schedule listing each stockholder and the number of shares owned
by such stockholder as set forth in the Stockholder Agreement,
dated as of July 19, 2001, entered into by such stockholder and
GE.
4. Stock Option Agreement, dated as of July 19, 2001, between GE and
Data Critical (incorporated by reference to Exhibit 2.2 to the
Current Report on Form 8-K of Data Critical filed on July 23,
2001).
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Page 6 of 14 Pages
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SIGNATURES
After reasonable 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.
Dated as of July 27, 2001.
GENERAL ELECTRIC COMPANY
By: /s/ Eliza Fraser
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Name: Eliza Fraser
Title: Associate Corporate Counsel
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Page 7 of 14 Pages
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EXHIBIT INDEX
Exhibit No. Description
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1 Agreement and Plan of Merger, dated as of July 19, 2001, among
GE, Ether and Data Critical (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K of Data Critical filed on
July 23, 2001).
2 Form of Stockholder Agreement, dated as of July 19, 2001, between
GE and certain stockholders of Data Critical (incorporated by
reference to Exhibit 2.3 to the Current Report on Form 8-K of
Data Critical filed on July 23, 2001).
3 Schedule listing each stockholder and the number of shares owned
by such stockholder as set forth in the Stockholder Agreement,
dated as of July 19, 2001, entered into by such stockholder and
GE.
4 Stock Option Agreement, dated as of July 19, 2001, between GE and
Data Critical (incorporated by reference to Exhibit 2.2 to the
Current Report on Form 8-K of Data Critical filed on July 23,
2001).
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Page 8 of 14 Pages
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EXHIBIT 3
SCHEDULE OF STOCKHOLDERS
Stockholder Shares
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Kimberlin Family Partners 582,906
Oshkim Limited Partners 257,937
David E. Albert 525,937
Aether Systems Inc. 1,230,770
Apex Investment Fund II, L.P. 663,392
Warburg, Pincus Ventures, L.P. 2,427,412
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Page 9 of 14 Pages
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SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge 4 Lowlyn Road
Westport, CT 06880
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
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Page 10 of 14 Pages
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GENERAL ELECTRIC COMPANY DIRECTORS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
G. L. Rogers General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan Chase & Co., Chairman of the Board
The Chase Manhattan Bank and
Morgan Guaranty Trust Co. of New York
270 Park Avenue
New York, NY 10017-2070
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
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Page 11 of 14 Pages
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GENERAL ELECTRIC COMPANY DIRECTORS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship
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P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
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Page 12 of 14 Pages
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D.C. Calhoun General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
J.P. Campbell General Electric Company Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
S. C. Donnelly General Electric Company Senior Vice President -
One Research Circle Corporate Research
Niskayuna 12309 and Development
M. J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
Y. Fujimori General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
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Page 13 of 14 Pages
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.M. Hogan General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J. G. Rice General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
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Page 14 of 14 Pages
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GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
W. A. Woodburn General Electric Company Senior Vice President -
41 Woodford Avenue GE Specialty Chemicals
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship of All Executive Officers
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U.S.A.