CUSIP NO. 150644102 Page 1 of 17
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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)
(AMENDMENT NO. 3)(1)
Cedara Software Corp.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
150644102
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(CUSIP NUMBER)
John J. Millerick
Senior Vice President, Chief Financial Officer and Treasurer
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
Tel: (978) 977-3000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
February 17, 2005
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-l(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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(1) 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).
CUSIP NO. 150644102 Page 2 of 17
13D
1. NAME OF REPORTING PERSON: Analogic Corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 04-2454372
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
14. TYPE OF REPORTING PERSON*
CO
* See Instructions Before Filling Out
CUSIP NO. 150644102 Page 3 of 17
This Amendment No. 3 to a Statement on Schedule 13D amends and restates
in its entirety the Amendment No. 2 to a Statement on Schedule 13D relating to
the common stock of Cedara Software Corp. previously filed by Analogic
Corporation with the Securities and Exchange Commission on May 10, 2002. This
Amendment No. 3 is being filed to report the sale of all Cedara Software Corp.
common stock owned by Analogic Corporation.
The Statement on Schedule 13D is hereby amended and restated in its
entirety as follows:
ITEM 1. SECURITY AND ISSUER.
(a) Name and Principal Executive Office of Issuer:
Cedara Software Corp. (the "Issuer")
6509 Airport Road
Mississauga, Ontario, Canada
L4V 1S7
(b) Title and Class of Equity Securities being sold:
Common Stock, no par value
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing:
Analogic Corporation (the "Reporting Person")
(b) Address of Principal Business Office:
8 Centennial Drive
Peabody, MA 01960
(c) Principal Business:
Manufacturer of advanced precision data conversion and
computer-based signal processing instruments and equipment.
(d) Criminal Proceedings:
During the last five years, neither the Reporting Person nor any
executive officer or director of the Reporting Person has been
convicted in any criminal proceeding.
CUSIP NO. 150644102 Page 4 of 17
(e) Civil Proceedings:
During the last five years, neither the Reporting Person nor any
executive officer or director of the Reporting Person has been
party to any civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or
is subject to any 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.
(f) Place of Organization:
Massachusetts
Attached hereto as Appendix A the name, business address,
citizenship and present principal occupation or employment of each
of Analogic Corporation's executive officers and directors (the
"Appendix A Persons"), as required by this Item 2. Also set forth
on Appendix A is the name, principal business and address of any
corporation or other organization in which employment of each
Appendix A Person is conducted, as of the date hereof. All such
individuals are U.S. citizens, except as otherwise indicated on
Appendix A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
On February 17, 2005, the Reporting Person sold all of its equity
interest in the Issuer, amounting to 4,580,461 shares of the Issuer
Common Stock, to GMP Securities Ltd. pursuant to an agreement entered
into on February 14, 2005 for cash consideration of US $11.08 per
share, or US $50,751,508 in the aggregate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Number of Shares Beneficially Owned: None
Percent of Class: 0.0%
(b) Sole Power to Vote, Shared Power to Vote or Direct the Vote
of, or Dispose of Shares: None
(c) On February 17, 2005, the Reporting Person sold all of its
equity interest in the Issuer, amounting to 4,580,461 shares
of the Issuer Common Stock, to GMP Securities Ltd. pursuant to
an agreement entered into on February 14, 2005 for cash
consideration of US $11.08 per share, or US $50,751,508 in the
aggregate.
(d) is not applicable.
CUSIP NO. 150644102 Page 5 of 17
(e) As of February 17, 2005, the Reporting Person ceased to
beneficially own any shares of the Issuer outstanding Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On February 17, 2005, the Reporting Person sold all of its equity
interest in the Issuer, amounting to 4,580,461 shares of the Issuer
Common Stock, to GMP Securities Ltd. pursuant to an agreement
entered into on February 14, 2005 for cash consideration of US
$11.08 per share, or US $50,751,508 in the aggregate.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 4 - Agreement dated February 14, 2005 by and between
Analogic Corporation and GMP Securities Ltd.
CUSIP NO. 150644102 Page 6 of 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: February 17, 2005
ANALOGIC CORPORATION
By: /s/ John J. Millerick
---------------------------------
John J. Millerick
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
CUSIP NO. 150644102 Page 7 of 17
APPENDIX A
DIRECTORS
The following is a list of all directors of Analogic Corporation and
certain other information with respect to each director. Unless
otherwise indicated, each officer's business address is 8 Centennial
Drive, Peabody, MA 01960, which address is Analogic Corporation's
business address. All directors are United States citizens.
PRINCIPAL BUSINESS AND ADDRESS OF
ORGANIZATION IN WHICH EMPLOYMENT
NAME IS CONDUCTED
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John A. Tarello Chairman of the Board and Retired Sr. Vice President, Treasurer &
Chief Financial Officer of Analogic Corporation
John W. Wood Jr. President & Chief Executive Officer of Analogic Corporation
Bernard M. Gordon President
Neurologica Corporation, a developer and
manufacturer of imaging equipment for
neurological scanning applications
14 Electronics Drive, Danvers, MA 01923
M. Ross Brown Retired Vice President of Corporate Operations of Analogic Corporation
Edward F. Voboril President, Chief Executive Officer and Chairman of the Board
Wilson Greatbatch Technologies, Ltd., a manufacturer of power sources
and precision data components
10,000 Wehrle Drive, Clarence, NY 14031
Gerald L. Wilson Vannevar Bush Professor of Engineering
Massachusetts Institute of Technology, an institution of higher education
Massachusetts Ave, Cambridge, MA 01938
Bruce W. Steinhauer President and Chief Executive Officer
Regional Medical Center at Memphis, a hospital
877 Jefferson Avenue, Memphis, TN 38103
Michael T. Modic Chairman, Division of Radiology
Cleveland Clinic Foundation, a hospital
9500 Euclid Avenue, Cleveland, OH 44195
James J. Judge Senior Vice President, Chief Financial Officer, and Treasurer of NSTAR
One NSTAR Way, Westwood, MA 02090
CUSIP NO. 150644102 Page 8 of 17
EXECUTIVE OFFICERS
The following is a list of all executive officers of Analogic
Corporation, excluding executive officers who are also directors.
Unless otherwise indicated, each officer's business address is 8
Centennial Drive, Peabody, MA 01960, which address is Analogic
Corporation's business address. All executive officers are United
States citizens.
NAME TITLE
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John J. Millerick Senior Vice President, Chief Financial
Officer, and Treasurer
Alex A. Van Adzin Vice President, General Counsel and Secretary
CUSIP NO. 150644102 Page 9 of 17
EXHIBIT 4
Agreement dated February 14, 2005 by and between
Analogic Corporation and GMP Securities Ltd.
February 14, 2005
Private and Confidential
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
U.S.A.
Attention: John J. Millerick, Chief Financial Officer
Dear Sir:
Secondary Sale of Common Shares of Cedara Software Corp.
GMP Securities Ltd. ("GMP" or "we") hereby offers, in relation to the common
shares (the "Common Shares") of Cedara Software Corp. ("Cedara") held by
Analogic Corporation ("Analogic" or "you"), to purchase from Analogic (or
entities over which Analogic has control or direction) an aggregate of 4,580,461
Common Shares (the "Block of Shares") at a net purchase price to Analogic of
U.S.$11.08 per Common Share on the terms and subject to the conditions set out
herein and in the term sheet attached as Schedule A.
The closing of the purchase and sale of the Block of Shares will take place at
8:00 a.m. (Eastern Daylight Time) on February 17, at the offices of our legal
counsel, Goodmans LLP, Toronto, Ontario (the "Place of Closing"). At the time of
closing, (i) you will deliver to us one or more certificates representing the
Block of Shares, duly endorsed for transfer or accompanied by stock transfer
powers, and (ii) we will deliver to you, or such other entity specified by you,
in exchange therefor, a wire transfer of immediately available funds in the
aggregate amount of U.S.$50,751,507.88.
You represent, warrant and covenant to us that:
1. Analogic is the legal and beneficial owner of the Block of Shares.
and, at the closing or closings, Analogic will have good and marketable
title to the Common Shares comprising the Block of Shares, will have
held such Block of Shares for not less than two years from the date
hereof (including any time such Block of Shares
CUSIP NO. 150644102 Page 10 of 17
were held by any affiliate of Analogic) and Analogic will have all
necessary authority to comply with the terms of this Agreement;
2. the sale of the Common Shares comprising the Block of Shares by
Analogic to us, on the terms and subject to the conditions set out
herein and in the term sheet attached as Schedule A, would not
constitute a "control person distribution", as defined in Ontario
Securities Commission Rule 14-501, and, as such, the Common Shares are
freely tradable in each of the provinces of Canada and such sale of the
Common Shares comprising the Block of Shares does not conflict with (i)
any restriction, consent, approval, authorization or order of any court
or governmental agency, commission, board, bureau, regulatory authority
or administrative body, whether domestic or foreign, or (ii) any
restriction imposed by law, rule, guideline, regulation, treaty or
official directive (whether or not having the force of law) or in the
interpretation or application thereof by any court or governmental
agency, central bank or other authority or entity charged with the
administration thereof, whether domestic or foreign (subject, in each
case, to the limitations under the United States securities laws);
3. Analogic will deliver to us a signed copy of a representation letter of
Analogic in the form attached as Schedule B with respect to United
States securities law matters (i) concurrently with the delivery of
this Agreement by Analogic, and (ii) upon the closing of the purchase
and sale of the Block of Shares;
4. the Common Shares comprising the Block of Shares will be sold to us
free and clear of all liens and security interests, escrow requirements
or other encumbrances and will not contain any legends;
5. no person, other than us, has any existing right to purchase or
otherwise acquire any of the Common Shares comprising the Block of
Shares;
6. the sale to us of the Common Shares comprising the Block of Shares will
not result in the violation of any of the terms and provisions of any
of the constating documents of Analogic or any mortgage, notice,
indenture, contract, agreement, instrument, lease or other document to
which Analogic is a party or is bound;
7. Analogic has the corporate and other capacity and authority to effect
the transactions contemplated by this agreement;
8. Analogic has no knowledge of any "material change" or "material fact"
(as those terms are defined in the Securities Act (Ontario)) with
respect to Cedara, which has not been generally disclosed other than
the sale contemplated herein;
9. Apart from exercising its right to vote the Common Shares of Cedara
held by Analogic and its corporate affiliates, Analogic does not exert
any direct or indirect control over Cedara. Analogic and its corporate
affiliates do not partake in the active management of Cedara and do not
seek to influence management of Cedara or the direction of management,
apart from exercising its right to vote the Common Shares of Cedara
held
CUSIP NO. 150644102 Page 11 of 17
by Analogic. Analogic has held the Common Shares of Cedara as a passive
portfolio investment for over two years. Analogic does not have any
contractual right to appoint any director or officer of Cedara.
10. Analogic will file any reports required under United States securities
laws with respect to the sale to us of the Common Shares.
The foregoing representations and warranties shall also be true and correct at
the time of closing of the purchase and sale of the Block of Shares and such
shall be a condition of our obligation to complete the purchase of the Block of
Shares. Analogic shall deliver to us a bringdown certificate signed by an
appropriate officer of Analogic confirming the truth and accuracy of such
representations and warranties at closing. The foregoing representations and
warranties shall survive such closing for a period of two years.
GMP represents, warrants and covenants to you that:
1. it will deliver to Analogic a signed copy of a representation letter of
GMP in the form attached as Schedule C with respect to United States
securities law matters (i) concurrently with the delivery of this
agreement by GMP, and (ii) upon the closing of the purchase and sale of
the Block of Shares;
2. it shall complete the purchase and sale of the Block of Shares and
shall effect all offers and sales of the Common Shares so acquired in
compliance with all applicable laws, rules, guidelines, regulations,
treaties and official directives (whether or not having the force of
law).
3. it has all necessary authority to comply with the terms of this
Agreement; and
4. the purchase from Analogic of the Common Shares comprising the Block of
Shares will not result in the violation of any of the terms and
provisions of any of the constating documents of GMP or any mortgage,
notice, indenture, contract, agreement, instrument, lease or other
document to which GMP is a party or is bound.
The foregoing representations and warranties shall be true and correct at the
time of closing, of the purchase and sale of the Block of Shares and such shall
be a condition of your obligation to complete the sale of the Block of Shares.
We shall deliver to you a bringdown certificate signed by an appropriate officer
of ours confirming the truth and accuracy of such representations and warranties
at closing. The foregoing representations and warranties shall survive such
closing for a period of two years.
Time shall be of the essence of our agreement and no term or provision of this
agreement may be amended, changed, waived or terminated, except by an instrument
in writing signed by each of us.
This offer is open for acceptance by you until 9:00 a.m. (Eastern Daylight Time)
on February 14, 2005.
CUSIP NO. 150644102 Page 12 of 17
GMP SECURITIES LTD.
By: /s/ Daniel Bruno
-----------------------
Daniel Bruno
Director, Investment Banking
416-943-6132 Office
416-943-6160 Fax
Accepted and agreed to at 8:50 a.m. (Eastern Daylight Time), this 14th day of
February, 2005.
ANALOGIC CORPORATION
By /s/ John Millerick
--------------------------
Name: John Millerick
Title: Chief Financial Officer
CUSIP NO. 150644102 Page 13 of 17
SCHEDULE A
ANALOGIC CORPORATION
SECONDARY SALE OF COMMON SHARES OF CEDARA SOFTWARE CORP.
TERM SHEET
COMPANY: Cedara Software Corp. ("Cedara").
SELLING Analogic Corporation ("Analogic").
SHAREHOLDER:
OFFERING: A "block trade" offering of 4,580,461 common shares ("Common
Shares") of Cedara Software Corp. on a "bought deal" basis
(the "Block of Shares") through the facilities of the Toronto
Stock Exchange to GMP Securities Ltd. ("GMP"), a buyer outside
of the United States in accordance with Regulation S under the
United States Securities Act of 1933, as amended the
"Securities Act").
NET PRICE: U.S. $11.08 per Common Share, net to Analogic.
AMOUNT: U.S. $50,751,507.88 net to Analogic.
MANNER OF SALE: The Common Shares will be offered and sold by GMP in Canada,
"without legends" through the facilities of the Toronto
Stock Exchange to buyers outside of the United States in
accordance with Regulation S under the Securities Act.
CLOSING DATE: On or about February 17, 2005.
AGENT: GMP.
CUSIP NO. 150644102 Page 14 of 17
SCHEDULE B
ANALOGIC CORPORATION
SECONDARY SALE OF COMMON SHARES OF CEDARA SOFTWARE CORP.
FORM OF REPRESENTATION LETTER TO BE DELIVERED
BY ANALOGIC CORPORATION
GMP Securities Ltd.
145 King Street West
Suite 1100
Toronto, Ontario
Canada M5H 1J8
Ladies and Gentlemen:
In connection with the proposed sale to GMP Securities Ltd. ("GMP") of 4,580,461
common shares (the "Shares") of Cedara Software Corp. (the "Company"), Analogic
Corporation ("Analogic") confirms and undertakes, as follows:
(a) The Shares when delivered to GMP, will not bear any
restrictive legend.
(b) No "Directed selling efforts" (as defined in Regulation S
("Regulation S") under the United States Securities Act of
1933, as amended (the "Securities Act") have been made with
respect to the Shares in the United States by Analogic or any
of its affiliates, or any person acting on behalf of any of
the foregoing.
(c) Analogic is not an affiliate of the Company within the meaning
of Regulation S.
(d) Analogic has not relied upon GMP or any of its affiliates or
representatives for advice concerning the advisability or
timing of the sale of Shares or for any tax, regulatory or
other advice concerning the transactions contemplated hereby.
(e) The purchase of the Shares has not been part of a plan or
scheme to evade the registration provisions of the Securities
Act.
Analogic acknowledges that GMP, its affiliates, representatives and others will
rely upon Analogic's confirmations, acknowledgements, undertakings and
agreements set forth herein and Analogic will notify GMP promptly if any of the
representations or warranties herein ceases to be true and accurate.
GMP is entitled to rely upon this letter and is irrevocably authorized to
produce this letter or a copy hereof to any interested party as required by law
or order of a court or regulatory body of
CUSIP NO. 150644102 Page 15 of 17
competent jurisdiction with respect to the purchase of the Shares and the
matters covered hereby provided that GMP undertakes to provide prompt written
notice to Analogic in advance of such production.
This letter shall be governed by, and constructed in accordance with, the laws
of the province of Ontario and the federal laws of Canada applicable therein,
without regard to its choice of law principles that would require the
application of the law of any other jurisdiction.
ANALOGIC CORPORATION
By /s/ John Millerick
------------------------------
Name: John Millerick
Title: Chief Financial Officer
CUSIP NO. 150644102 Page 16 of 17
SCHEDULE C
ANALOGIC CORPORATION
SECONDARY SALE OF COMMON SHARES OF CEDARA SOFTWARE CORP.
FORM OF REPRESENTATION LETTER TO BE DELIVERED
BY GMP SECURITIES LTD.
Analogic Corporation
8 Centennial Drive
Peabody, MA 01960
U.S.A.
Ladies and Gentlemen:
In connection with its proposed purchase from affiliates of Analogic
Corporation. ("Analogic") of 4,580,461 common shares (the "Shares") of Cedara
Software Corp. (the "Company"), GMP Securities Ltd. ("GMP") confirms and
undertakes, as follows:
(a) GMP is aware, understands and acknowledges that no federal or
state agency has passed on or made any recommendation or
endorsement of the Shares.
(b) GMP is aware, understands and acknowledges that the Shares are
being offered and sold in reliance on specific exemptions or
non-application from the registration requirements of federal
securities laws of the United States, including the United
States Securities Act of 1933, as amended (the "Securities
Act"), and the securities laws of the states of the United
States and that Analogic is relying upon the truth and
accuracy of our representations, warranties, agreements,
acknowledgments, and understandings set forth herein in order
to determine the applicability of such exemptions and GMP's
suitability to acquire the Shares.
(c) GMP is not a U.S. Person (as that term is defined in
Regulation S ("Regulation S") under the Securities Act).
(d) No offer of the Shares was made to GMP by Analogic in the
United States (as defined in Regulation S).
(e) At the time the buy order for the Shares was originated, GMP
was located outside the United States and such buy order from
GMP originated outside of the United States.
(f) GMP is aware, understands and acknowledges that the Shares
have not been and will not be registered under the Securities
Act and may only be offered or sold
CUSIP NO. 150644102 Page 17 of 17
pursuant to registration under the Securities Act or an
available exemption therefrom (including Section 4(1)
thereof).
(g) The purchase of the Shares has not been part of a plan or
scheme to evade the registration provisions of the Securities
Act.
GMP acknowledges that Analogic, the Company and others will rely upon GMP's
confirmations, acknowledgements, undertakings and agreements set forth herein
and GMP will notify Analogic promptly if any of the representations or
warranties herein ceases to be true and accurate.
Analogic acknowledges that GMP, in making the confirmations and undertakings set
forth herein, is relying upon the confirmations and undertakings made by
Analogic to GMP in a letter to GMP of even date herewith.
Analogic is entitled to rely upon this letter and is irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
purchase of the Shares and the matters covered hereby. Analogic undertakes to
provide prompt written notice to GMP in advance of such production.
This letter shall be governed by, and construed in accordance with, the laws of
the state of province of Ontario and the federal laws of Canada applicable
therein, without regard to its choice of law principles that would require the
application of the law of any other jurisdiction.
GMP SECURITIES LTD.
By: /s/ Daniel Bruno
--------------------
Name: Daniel Bruno
Title: Director