UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fusion Medical Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
361128101
(CUSIP NUMBER)
Jan Stern Reed
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
(847) 948-2212
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 2002
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which 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
[ ].
NOTE: Schedules filed in paper format should include a signed original and five
(5) copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 9)
SCHEDULE 13D
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CUSIP NO. 361128101 Page 2 of 9
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Baxter International Inc.
IRS Identification No. 36-0781620
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,798,031 (1)
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,798,031 (1)
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(1) 4,798,031 shares of Fusion Medical Technologies, Inc. (the
"Company") common stock are subject to voting agreements (the "Voting
Agreements") by and among Baxter International Inc., HB2002 Corporation and
certain principal stockholders of the Company (discussed in Items 3 and 4
below), which include both outstanding shares and shares issuable upon
exercise of outstanding options that either are currently exercisable or
will become exercisable within sixty days of February 26, 2002.
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Page 3 of 9
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5% (2)
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14 TYPE OF REPORTING PERSON
CO
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(2) Based on the number of shares of Company common stock issued and outstanding
as of February 26, 2002 (as represented by the Company in the Merger Agreement
discussed in Items 3 and 4 below) and shares of Company common stock issuable
upon exercise of outstanding options subject to the Voting Agreements that
either are currently exercisable or will become exercisable within sixty days of
February 26, 2002.
SCHEDULE 13D
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Page 4 of 9
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HB2002 Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
BENEFICIALLY ----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,798,031 (3)
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,798,031 (3)
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(3) 4,798,031 shares of Company common stock are subject to the Voting
Agreements (discussed in Items 3 and 4 below), which include both outstanding
shares and shares issuable upon exercise of outstanding options that either
are currently exercisable or will become exercisable within sixty days of
February 26, 2002.
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Page 5 of 9
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5% (4)
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14 TYPE OF REPORTING PERSON
CO
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(4) Based on the number of shares of Company common stock issued and outstanding
as of February 26, 2002 (as represented by the Company in the Merger Agreement
discussed in Items 3 and 4 below) and shares of Company common stock issuable
upon exercise of outstanding options subject to the Voting Agreements that
either are currently exercisable or will become exercisable within sixty days
of February 26, 2002.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.001 par
value per share ("Common Stock"), of Fusion Medical Technologies, Inc., a
Delaware corporation (the "Company"). The address of the principal executive
offices of the Company is: 34175 Ardenwood Boulevard, Fremont, California 94555.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Baxter International Inc., a Delaware
corporation ("Baxter"), and HB2002 Corporation, a Delaware corporation and
direct wholly-owned subsidiary of Baxter ("Merger Sub"). The principal executive
offices of Baxter and Merger Sub are: One Baxter Parkway, Deerfield, Illinois,
60015.
Baxter is engaged in the worldwide development, distribution and
manufacture of a diversified line of products, systems and services used
primarily in the health care field.
Neither Baxter nor Merger Sub, nor, to the best knowledge of Baxter
and Merger Sub, any director or executive officer of Baxter or Merger Sub, has
been, during the last five years, (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"), dated as of February 26, 2002, by and among Baxter, Merger
Sub and the Company, and subject to the conditions therein (including approval
by the stockholders of the Company), Merger Sub will merge with and into the
Company and the Company will become a wholly-owned subsidiary of Baxter (such
events constituting the "Merger").
As an inducement for Baxter to enter into the Merger Agreement, the
stockholders of the Company listed on Schedule A hereto (individually, a
"Stockholder" and collectively, the "Stockholders") entered into individual
agreements with Baxter and Merger Sub (collectively, the "Voting Agreements")
whereby each Stockholder agreed to, among other things, vote all of the shares
of the Company beneficially owned by such Stockholder in favor of approval of
the Merger and the approval and adoption of the Merger Agreement. In addition,
each Stockholder granted Baxter and Merger Sub an irrevocable proxy for the
purpose of voting the shares covered by the Voting Agreement. Baxter did not pay
additional consideration to any Stockholder in connection with the execution and
delivery of the Voting Agreements.
The descriptions of the Merger, the Merger Agreement and the Voting
Agreements in this Schedule 13D are not intended to be complete and are
qualified in their entirety by reference to the copies of the Merger Agreement
and the form of Voting Agreement included as exhibits to this Schedule 13D and
are incorporated herein in their entirety by reference.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to the Merger Agreement, and subject to the conditions set
forth therein, Merger Sub will be merged with and into the Company and the
Company will become a wholly-owned subsidiary of Baxter. Once the Merger is
consummated, each share of Common Stock will be converted into the right to
receive that fraction of
(Page 6 of 9)
a share of Baxter common stock, par value $1.00 per share, determined pursuant
to the Merger Agreement. The Company will be the surviving corporation (the
"Surviving Corporation") in the Merger and the certificate of incorporation of
the Surviving Corporation shall be amended and restated at the effective time of
the Merger to be the same in substance as the certificate of incorporation of
Merger Sub prior to the Merger and, at such time, the bylaws of Merger Sub shall
become the bylaws of the Surviving Corporation. The directors of Merger Sub
immediately prior to the effective time of the Merger will be the directors of
the Surviving Corporation, and the officers of the Company immediately prior to
the effective time of the Merger will be the officers of the Surviving
Corporation. If the Merger is consummated as planned, the Common Stock will be
deregistered under the Act and delisted from The Nasdaq National Market.
Baxter and Merger Sub may be deemed to have acquired beneficial
ownership of shares of Common Stock pursuant to the Voting Agreements, which
were entered into in connection with the Merger Agreement. During the term of
the Voting Agreements, the Stockholders have, among other things, agreed to vote
all shares (i) in favor of the approval of the Merger and the adoption and
approval of the Merger Agreement and the approval of the terms thereof, and in
favor of each of the other actions contemplated by the Merger Agreement, (ii)
against the approval of any competing proposal for the acquisition of the
Company, (iii) against the approval of any proposal made in opposition to, or in
competition with, the Merger and the transactions contemplated by the Merger
Agreement, and (iv) against any action that is intended, or could reasonably be
expected to, impede, interfere with, delay, postpone, discourage or adversely
affect the Merger or any of the other transaction contemplated by the Merger
Agreement. The Voting Agreements terminate on the earlier to occur of (i) such
date and time as the Merger Agreement shall have been validly terminated
pursuant to its terms and (ii) such date and time as the Merger shall become
effective in accordance with the terms and conditions set forth in the Merger
Agreement. As part of the Voting Agreements, each Stockholder delivered an
irrevocable proxy to Baxter and Merger Sub granting the right to vote such
Stockholder's shares of Common Stock in the manner contemplated above.
Other than as described above, neither Baxter nor Merger Sub has any
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although each reserves the right to develop
such plans).
The descriptions of the Merger, the Merger Agreement and the Voting
Agreements in this Schedule 13D are not intended to be complete and are
qualified in their entirety by reference to the copies of the Merger Agreement
and the form of Voting Agreement included as exhibits to this Schedule 13D and
are incorporated herein in their entirety by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Items 3 and 4 above is incorporated
herein by reference.
As a result of the Voting Agreements, the aggregate number of shares
of Common Stock that may be deemed beneficially owned by Baxter and Merger Sub
is 4,798,031 which represents approximately 30.5% of the issued and outstanding
shares of Common Stock. Baxter and Merger Sub may be deemed to have shared power
to vote the shares of Common Stock with respect to those matters described
above. However, neither Baxter nor Merger Sub is entitled to any rights as a
stockholder of the Company as to the shares of Common Stock and each of Baxter
and Merger Sub disclaims any beneficial ownership of the shares of Common Stock
subject to the Voting Agreements. Neither Baxter nor Merger Sub has the power to
dispose of the shares.
Except as set forth in Item 4 above, within the past sixty days,
Baxter and Merger Sub have not, and, to the best knowledge of each of Baxter and
Merger Sub, no executive officer or director of Baxter or Merger Sub has,
engaged in any transaction relating to the Common Stock. The reporting
obligations required by subsections 5(d) and 5(e) of this Item are not
applicable.
(Page 7 of 9)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The descriptions of the Merger Agreement and the Voting Agreements
appearing in Items 3, 4 and 5 are incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit Description
Exhibit 1.1 Agreement and Plan of Merger and Reorganization,
dated as of February 26, 2002, by and among the
Company, Baxter and Merger Sub (incorporated by
reference to Exhibit 2.1 of the Form 8-K
(Commission File No. 0-27264) filed by the Company
on March 1, 2002, as amended on March 7, 2002
(the "Company Form 8-K")).
Exhibit 1.2 Form of Voting Agreement, dated February 26, 2002,
by and among Baxter, Merger Sub and certain
stockholders of the Company (incorporated by
reference to Exhibit 2.2 of the Company Form 8-K).
Exhibit 1.3 Joint Filing Agreement, dated March 8, 2002, by and
between Baxter and Merger Sub.
(Page 8 of 9)
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned corporations certifies that the information set
forth in this Schedule 13D is true, complete and correct.
March 8, 2002 BAXTER INTERNATIONAL INC.
By: /s/ Jan Stern Reed
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Name: Jan Stern Reed
Title: Corporate Secretary
HB2002 CORPORATION
By: /s/ Jan Stern Reed
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Name: Jan Stern Reed
Title: Secretary
(Page 9 of 9)
Schedule A
Stockholder Number of Shares
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Beneficially Owned*
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Gordon Russell 253,078
Michael Eagle 2,286
Ronald A. Elenbaas 2,366
Olav B. Bergheim 48,368
J. Michael Egan 26,632
Douglas E. Kelly M.D. 2,616,951
Alloy Ventures 2,591,524
Scott A. Huie 157,687
Cary A. Reich, Ph.D. 216,924
Christopher S. Dauer 112,790
Dan S. Ellis 93,836
Larry J. Strauss 82,916
Philip M. Sawyer 1,103,959
Interface Biomedical Laboratories Corp 628,210
James Fischer 80,238
* Certain shares may be deemed to be beneficially owned by more than one of the
stockholders listed.