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)
Home Diagnostics, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
437080104
(CUSIP Number)
Nipro Corporation
c/o Luis Candelario
President
Nipro Medical Corporation
3150 N.W. 107th Avenue
Miami, Florida 33172
(305) 599-7174
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Craig A. Roeder
Ryan M. Gwillim
Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
February 2, 2010
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o
.
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 (the 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).
(
Continued on following pages
)
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CUSIP No.
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437080104
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13D
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Page
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2
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of
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12
Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]
Nipro Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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7
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SOLE VOTING POWER
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NUMBER OF
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-0-
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,606,691
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,606,691
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,606,691
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.33%
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14
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TYPE OF REPORTING PERSON
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CO
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Item 1. Security and Issuer.
The class of securities to which this Statement relates is the Common Stock, par value $0.01
per share (the Common Stock), of Home Diagnostics, Inc., a Delaware corporation (the Company).
The principal business address of the Company is 2400 N.W. 55th Court, Fort Lauderdale, Florida
33309.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Nipro Corporation, a corporation organized
under the laws of Japan (the Parent).
(b) The principal headquarters of the Parent is 3-9-3 Honjo-Nishi Kita-Ku, Osaka 531-8510,
Japan.
(c) The Parent and its subsidiaries develop, manufacture and distribute medical equipment and
pharmaceutical products.
(d) Neither the Parent nor, to the knowledge of the Parent, any person identified on Schedule
A to this Schedule 13D during the last five years has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither the Parent nor, to the knowledge of the Parent, any person identified on Schedule
A to this Schedule 13D during the last five years 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, except as described below.
(f) The directors and executive officers of the Parent named in Schedule A to this Schedule
13D are citizens of the countries indicated on Schedule A.
Set forth on Schedule A to this Schedule 13D are the name and present principal occupation or
employment, and the name, principal business and address of any corporation or other organization
in which such employment is conducted, of each of the directors and executive officers of the
Parent as of the date hereof.
Item 3. Source and Amount of Funds or Other Consideration.
On February 2, 2010, the Parent, Nippon Product Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Parent (the Purchaser), and the Company entered
into an Agreement and Plan of Merger (the Merger Agreement) providing for the acquisition of the
Company by the Parent and the Purchaser. Also on February 2, 2010, the Parent and the Purchaser
entered into separate Stockholder Agreements (each, a Stockholder Agreement, and collectively,
the Stockholder Agreements) with each director of the Company (each, a Stockholder, and
collectively, the Stockholders). The Stockholders entered into the Stockholders Agreement as an
inducement for the Parent and the Purchaser to enter into the Merger Agreement.
Neither the Parent nor the Purchaser paid any additional consideration to the Stockholders in
connection with the executive and delivery of the Stockholders Agreement, and therefore no funds
were used by the Parent or the Purchaser for this purpose.
In connection with the Purchasers offer to purchase all of the outstanding shares of Common
Stock of the Company contemplated pursuant to the Merger Agreement (the Offer), the Purchaser
estimates that it will require approximately $215,000,000 to purchase all of the outstanding shares
of Common Stock (assuming that all such shares are validly tendered and not withdrawn). The
Purchaser will have sufficient cash on hand at the expiration of the Offer to pay for all shares of
Common Stock that are validly tendered and accepted for payment in the Offer because the Parent or
an affiliate of the Parent will contribute or otherwise advance funds to enable the Purchaser to
pay for the shares of Common Stock that are tendered and accepted for payment in the Offer.
Item 4. Purpose of Transaction.
(a) - (b) On February 2, 2010, the Parent, the Purchaser and the Company entered into the
Merger Agreement. The Merger Agreement contemplates that the Purchaser will acquire all of the
outstanding shares of Common Stock of the Company through the Offer at a price of $11.50 per share
(such price, or any greater price per share that is paid in the Offer, referred to as the Offer
Price), without interest thereon and subject to any required withholding taxes. The Merger
Agreement also provides that after completion of the Offer, the Purchaser will be merged with the
Company (the Merger), and that the Company will be the surviving corporation in the Merger. Upon
the effective time of the Merger, each issued and outstanding share of Common Stock (other than
shares of Common Stock held in the treasury of the Company, held by any subsidiary of the Company,
held by the Parent or any of its Subsidiaries, or held by any person that has properly exercised
their dissenters right under Delaware law) will be converted into the right to receive the Offer
Price in cash.
As an inducement to the Parent and the Purchaser to enter into the Merger Agreement, each of
the Stockholders has entered into a Stockholder Agreement pursuant to which the Stockholder has
agreed to tender in the Offer all issued and outstanding shares of the Companys Common Stock now
owned or hereafter acquired by the Stockholder and, if necessary, to vote all such shares of Common
Stock in favor of the Merger and the other transactions contemplated by the Merger Agreement. Each
Stockholder Agreement includes an irrevocable proxy granted by the Stockholder to the Parent and
the Purchaser securing the obligation of the Stockholder to vote in favor of the Merger and the
other transactions contemplated by the Merger Agreement.
As
of February 2, 2010, the Stockholders beneficially owned an
aggregate of 3,724,391 shares
of Common Stock. This number of shares includes shares of Common Stock issuable pursuant to the
exercise of stock options to purchase an aggregate of 1,117,700 shares of Common Stock exercisable
within 60 days after February 2, 2010, leaving an aggregate
of 2,606,691 shares of Common Stock
issued and outstanding as of February 2, 2010 that are subject to the Stockholder Agreements.
The foregoing descriptions of the Merger Agreement and the Stockholders Agreements are
qualified in their entirety by reference to the full text of such agreements included as Exhibits
7.1 through 7.7, which are incorporated by reference herein.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, upon the payment for the shares of Common Stock to be
purchased pursuant to the Offer, the Parent will be entitled to designate such number of directors
serving on the board of directors of the Company (and on each committee of the Companys board of
directors and the board of directors of each subsidiary of the Company as designated by the Parent)
as will give the Parent representation on the board of directors of the Company (or such committee
or subsidiary board of directors) equal to at least that number of directors, rounded up to the
next whole number, which is the product of (i) the total number of directors on the Companys board
of directors (or such committee or subsidiary board of directors) giving effect to the directors
appointed or elected pursuant to this sentence, multiplied by (ii) the percentage that (A) such
number of shares of Common Stock that, assuming the full exercise, exchange or conversion of all
outstanding options, warrants, rights and securities exercisable or exchangeable for or convertible
into shares of Common Stock, would then be owned by the Parent, the Purchaser or any other
subsidiary of the Parent bears to (B) the number of shares of Common Stock that, assuming the full
exercise, exchange or conversion of all outstanding options, warrants, rights and securities
exercisable or exchangeable for or convertible into shares of Common Stock, would then be
outstanding, and the Company will, at such time, cause the Parents designees to be so appointed or
elected. The Merger Agreement further provides that in the event that the Parents designees are
appointed or elected to the Companys board of directors, until the effective time of the Merger,
the Companys board of directors will have at least three directors who are directors on the date
of the Merger Agreement and are independent for purposes of Rule 10a-3 under the Securities
Exchange Act of 1934, as amended (the Exchange Act). If the number of independent directors is
reduced below three for any reason, the Merger Agreement provides that any remaining independent
directors (or independent director, if there is only one remaining) will be entitled to designate
persons to fill such vacancies who will be deemed to be independent directors for purposes of the
Merger Agreement or, if no independent directors then remain, the other directors will designate
three persons to fill such vacancies who will be independent for purposes of Rule 10a-3 under the
Exchange Act, and such persons will be deemed to be independent directors for purposes of the
Merger Agreement. Subject to applicable law, the Company has agreed in the Merger Agreement that it
will take all action necessary to effect any such election.
(e) Pursuant to the Merger Agreement, the Company may not (i) authorize or effect any stock
split or combination or reclassification of shares of its capital stock, (ii) declare or pay any
dividend or distribution with respect to its capital stock or repurchase, redeem or otherwise
acquire for value any shares of its capital stock or any other securities exercisable or
exchangeable for or convertible into shares of its capital stock or (iii) issue or authorize the
issuance of any shares of its capital stock (other than in connection with the exercise of
currently outstanding stock options) or any other securities exercisable or exchangeable for or
convertible into shares of its capital stock.
(f) If the transactions contemplated by the Merger Agreement are consummated, the surviving
corporation in the Merger will become a wholly-owned subsidiary of the Parent.
(g) The Merger Agreement contains provisions that prohibit the Company or any of its
subsidiaries from (i) amending its organizational documents, (ii) merging or consolidating with any
entity, (iii) selling, leasing or otherwise disposing of any of its capital assets having an
aggregate value in excess of $500,000, other than in the
ordinary course of business, including in the case of the Company any shares of the capital
stock of any of its subsidiaries or (iv) liquidating, dissolving or effecting any recapitalization
or reorganization in any form. The Merger Agreement also includes prohibitions on the ability of
the Company and certain other persons to solicit or encourage any acquisition proposals from third
parties and restrictions on the ability of the Company with respect to unsolicited acquisition
proposals.
(h) Pursuant to the Merger Agreement, the Company will apply for delisting of its Common Stock
from the Nasdaq Global Select Market promptly after the consummation of the Merger.
(i) Upon consummation of the transactions contemplated by the Merger Agreement, the Common
Stock of the Company may become eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act.
(j) Other than as described above, the Parent currently has no plan or proposal which relates
to, or may result in, any of the matters described in Items 4(a) (i) of this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b) As described in Item 4 (a) (b) of this Schedule 13D, as a result of the
Stockholder Agreements, the Parent shares the power to vote or to direct the vote of the shares of
Common Stock beneficially owned by the Stockholders subject to the Stockholder Agreements with
respect to certain matters as set forth in the Stockholder Agreements. Pursuant to the
Stockholder Agreements, the Parent additionally shares the power to dispose or to direct the
disposition with respect to such shares of Common Stock. As of February 2, 2010, the number of
issued and outstanding shares of Common Stock of the Company subject to the Stockholder Agreements
represented in the aggregate approximately 15.33% of the issued and outstanding shares of the
Companys Common Stock, based on the total number of shares of Common Stock issued and outstanding
as represented by the Company in the Merger Agreement. The Parent hereby disclaims beneficial
ownership of such shares, and this Schedule 13D will not be construed as an admission that the
Parent is, for any or all purposes, the beneficial owner of the securities covered by this Schedule
13D. Except as set forth in this Schedule 13D, no shares of common stock are beneficially owned by
the Parent or, to the knowledge of the Parent, any person listed on Schedule A to this Schedule
13D.
The description contained in this Item 5 of the transactions contemplated by the Stockholder
Agreements is qualified in its entirety by reference to the full text of the Stockholder
Agreements, copies of which is included as Exhibits 7.2 through 7.7 and are incorporated herein by
reference.
Schedule B to this Schedule 13D sets forth, to the knowledge of the Parent, the name, present
principal occupation or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the Stockholders. To the
knowledge of the Parent, each of the Stockholders is a citizen of the United States. The Company
has no knowledge that either Stockholder during the last five years 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 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.
(c) Neither the Parent nor, to the knowledge of the Parent, any person named in Schedule A to
this Schedule 13D, has effected any transaction in shares of the Common Stock of the Company during
the past 60 days, except as disclosed herein.
(d) To the knowledge of the Parent, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the securities subject to
the Stockholder Agreements.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other than as described in Item 4 and Item 5 above, the Parent is not a party to any
contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any
securities of the Company, including but not limited to transfer or voting of any of the
securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
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Exhibit
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Number
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Description
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7.1
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Agreement and Plan of Merger dated February 2, 2010, between and among Nipro Corporation,
Nippon Product Acquisition Corporation and Home Diagnostics, Inc.*
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7.2
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and George H. Holley.*
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7.3
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and Donald P. Parson.*
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7.4
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and Joseph H. Capper.*
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7.5
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and G. Douglas Lindgren.*
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7.6
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and Richard A. Upton.*
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7.7
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Stockholder Agreement dated February 2, 2010, between and among Nipro Corporation, Nippon
Product Acquisition Corporation and Tom Watlington.*
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*
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Incorporated by reference to the Form 8-K filed by Home Diagnostics, Inc. with the
Securities and Exchange Commission on February 4, 2010.
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SIGNATURE
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.
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February 4, 2010
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NIPRO CORPORATION
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By
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/s/ Minoru Sano
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Its
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President and Representative
Director
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
Directors and Executive Officers of the Parent
. The following table sets forth the name,
present principal occupation or employment and past material occupations, positions, offices or
employment for at least the past five years for each director and the name, present principal
occupation or employment and material occupations, positions, offices or employment for at least
the past five years for each executive officer of the Parent. The current business address of each
person is 3-9-3 Honjo-nishi, Kita-ku, Osaka 531-8510, Japan, and the current business phone number
of each person is 81-6-6372-2331. Unless otherwise indicated, each such person is a citizen of
Japan.
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Present Principal
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Occupation or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Minoru Sano
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President
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Past Five Years: Representative Director;
President; Director of
Nipro (Thailand)
Corporation, Nipro Europe
N.V., Nipro Medical
Corporation, Nipro Asia
PTE LTD, and Tohoku Nipro
Pharmaceutical
Corporation (Current
Position); Chief Board
Member of Nipro
(Shanghai) Co., Ltd. and
Shanghai Nissho Vacuum
Flask Refill, Co., Ltd.
(Current Position);
Representative Director
of Sanri Kosan (Current
Position)
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Shigeki Tanaka
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Senior Managing Director
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April 2001: Accepted the
Post of Senior Managing
Director
June 2006: Accepted
Representative Director,
the Post of Senior
Managing Director
(Current Position)
Director of Nipro Medical
Industries, Ltd., Nipro
(Thailand) Corporation
and Tohoku Nipro
Pharmaceutical
Corporation (current
position)
Board member of Nipro
(Shanghai) Co., Ltd. and
Shanghai Nissho Vacuum
Flask Refill, Co., Ltd.
(Current Position)
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Yoshihiko Sano
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Managing Director
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April 2001: Accepted the
Post of Director, Deputy
manager, Domestic
division
June 2006: Accepted the
Post of Managing
Director, Domestic
division (current
position)
April 2007: Accepted the
Post of Director of Nipro
(Thailand) Corporation
(current position)
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Present Principal
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Occupation or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Makoto Sato
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Managing Director
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April 2001: Accepted the
Post of Director, Chief
of Pharmaceutical
Research and Development
Laboratory
June 2006: Accepted the
Post of Managing
Director, Pharmaceutical
Division (current
position)
June
2008: Accepted the Post
of President at Nipro
Pharma Corporation
(current position)
Director of Tohoku Nipro
Pharmaceutical
Corporation and Bipha
Corporation for the last
five years (Current
Position)
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Kazuo Wakatsuki
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Managing Director
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April 2003: Accepted the
Post of Director,
International Division
June 2008: Accepted the
Post of Managing Director
of International Division
(current position)
Director of Nipro
(Thailand) Corporation,
Nipro Medical
Corporation, Nipro Asia
PTE LTD for the last five
years (current position)
April 2009: Accepted the
Post of Director of Nipro
(Thailand) Corporation
(current position)
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Masato Naganami
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Director
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Last five years: Director, Glass and
Material Development Division
Board member of Shanghai
Nissho Vacuum Flask
Refill, Co., Ltd.
(Current Position)
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Akihiko Yamabe
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Director
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April 2004: Accepted the
Post of Director,
Accounting and planning
division
April 2009: Accepted the Post of
Director, Accounting
division (current
position)
Statutory auditor of
Bipha Corporation for the
last five years (current
position)
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Noriaki Watanabe
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Director
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April 2003: Accepted the
Post of Director,
International Division
(current position)
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Kiyotaka
Yoshioka
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Director
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October 2003: Accepted
the Post of Domestic
(Capital Area) Sales
Manager
June 2006: Accepted the Post of
Director, General Sales
Manager of Domestic
Division (current
position)
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Toshiaki Masuda
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Director
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April 2003: Accepted the
Post of Renal Sales
Manager, Domestic
Division
July 2006: Accepted the Post of
Renal Sales/High Tech
Product Development Sales
Manager, Domestic
Division
April 2008: Accepted the
Post of General Product
Development Sales
Manager, Domestic
Division
June 2008: Accepted
the Post of Director,
General Product
Development Sales
Manager, Domestic
Division
November 2008: Accepted the Post of
Director, General Product
Development Sales
Manager, Domestic
Division -cum- Chief of
Research and Development
Laboratory (current
position)
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Mitsutaka Ueda
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Director
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March 2008: Employee of
the Company, Domestic
Division
April 2008: Accepted the
Post of Product
Development Sales/Medical
Equipment Development
Sales Deputy Manager,
Domestic Division
June 2009: Accepted
the Post of Director
(current position)
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Present Principal
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Occupation or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Tsuyoshi
Yamazaki
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Director
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January 2009: Employee of
the Company,
International Division
February 2009: Accepted
the Post of Nipro Brand
Sales Deputy Manager,
International Division
June 2009: Accepted the Post of
Director, Nipro Brand
Sales Manager,
International Division
(current position)
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Yusuke Kofuku
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Director
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January 2009: Employee of
Nipro Corporation,
International Division
February 2009: Accepted
the Post of OEM Brand
Sales Deputy Manager,
International Division
June 2009: Accepted the Post of
Director, OEM Brand Sales
Manager, International
Division (current
position)
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Masanobu Iwasa
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Director
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March 2006: Employee of
Nipro Corporation, Glass
and Material Development
Division
April 2006: Accepted the
Post of Deputy Manager,
Medical Promotion
Department, Glass and
Material Development
Division
April 2008: Accepted the Post of
Manager, Medical
Promotion Department,
Glass and Material
Development Division
June 2009: Accepted the Post of
Director, Manager,
Medical Promotion
Department, Glass and
Material Development
Division (current
position)
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Toshiya Kai
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Director
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April 2002: Accepted the
Post of Chief Formulation
Researcher of
Pharmaceutical
Development Laboratory,
Production and
Development Division
August 2007: Accepted the
Post of Product
Development Division
Pharmaceutical Research
and Development Manager
June 2008: Accepted the Post
of Chief of
Pharmaceutical Research
and Development
Laboratory, Production
and Development Division
June 2009: Accepted
the Post of Director,
Chief of Pharmaceutical
Research and Development
Laboratory, Production
and Development Division
(current position)
January 2010: Accepted
the Post of
Representative Director
of Tohoku Nipro
Pharmaceutical
Corporation (current
position)
|
|
|
|
|
|
Hideo Okamoto
|
|
Director
|
|
September 2007: General
Manager of Shanghai
Vacuum Flask Refill, Co.,
Ltd.
October 2007: Accepted
the Post of Technical
Expert Manager, Research
and Development
Laboratory Department 1,
Production and
Development Division
June 2009: Accepted the
Post of Director,
Technical Expert Manager,
Research and Development
Laboratory Department 1,
Production and
Development Division
(current position)
|
|
|
|
|
|
Kyoetsu
Kobayashi
|
|
Director
|
|
September 2003: Accepted
the Post of Manager,
Odate Factory
Manufacturing Department
1, Production and
Development Division
Accepted the
Post of Odate Factory
manager, Production and
Development Division
Accepted the Post of
Director, Odate Factory
Manager, Production and
Development Division
(current position)
|
|
|
|
|
|
|
|
Present Principal
|
|
|
|
|
Occupation or
|
|
Material Positions Held
|
Name
|
|
Employment for Parent;
|
|
During the Past Five Years
|
Yozo Sawada
|
|
Director
|
|
April 2004: Accepted the
Post of Manager,
Intellectual Property
Right Division
|
|
|
|
|
June
2009: Accepted the Post
of Director, Intellectual
Property Right Division
(current position)
|
|
|
|
|
|
Kimihito Minoura
|
|
Director
|
|
April 2005: Accepted the
Post of Section Manager,
Accounting and Planning
Division
June 2009: Accepted the
Post of Director,
Corporate Planning and
Coordination Division
(current position)
June 2007: Accepted the
Post of Statutory Auditor
of Nipro Genepha
Corporation and Nipro
Patch Co., Ltd. (current
position)
|
|
|
|
|
|
Hideto Nakamura
|
|
Director
|
|
April 2008: Employee of
the company, Human
Resource Division
Accepted the Post of
Deputy Manager, Human
Resource Division
Accepted the Post of
Director, Human Resource
Division (current
position)
|
SCHEDULE B
STOCKHOLDERS
The following table sets forth sets forth, to the knowledge of the Parent, the name, present
principal occupation or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the Stockholders. Each
Stockholder is a citizen of the United States.
|
|
|
|
|
|
|
Present Principal
|
|
|
|
|
Occupation or
|
|
|
Name
|
|
Employment;
|
|
Name, principal business and address
|
George Holley
|
|
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
|
|
|
|
|
Donald Parson
|
|
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
|
|
|
|
|
G. Douglas
Lindgren
|
|
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
|
|
|
|
|
Tom Watlington
|
|
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
|
|
|
|
|
Richard A. Upton
|
|
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
|
|
|
|
|
Joseph H. Capper
|
|
President, CEO and
Director of Company
|
|
Home Diagnostics, Inc.
2400 NW 55
th
Court
Fort Lauderdale, FL
954-677-9201
|
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