MASI-2014-05.16-8K


 
 
 
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_______________________
FORM 8-K
 _______________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2014
 
 
_______________________
MASIMO CORPORATION
(Exact name of registrant as specified in its charter)
 
_______________________


Delaware
 
001-33642
 
33-0368882
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
40 Parker
Irvine, California
 
92618
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (949) 297-7000
Not Applicable
(Former name or former address, if changed since last report)
 
_______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 





Item 2.01.
Completion of Acquisition or Disposition of Assets.
On May 12, 2014, Masimo Corporation, through its wholly owned subsidiary (collectively “Masimo”), completed the purchase of the land and a 213,800 square foot building located in Irvine, California (the “Property”) from Nikken, Inc. (“Nikken”), pursuant to the Agreement of Purchase and Sale and Escrow Instructions, dated as of November 1, 2013, by and between Masimo and Nikken, as amended (the “Purchase Agreement”). Masimo’s entry into the Purchase Agreement was previously reported in Masimo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2014. Pursuant to the Purchase Agreement, the purchase price of the Property was $56.0 million, excluding adjustments, reimbursements, prorations and credits. Masimo intends to use the Property primarily as its new corporate and research and development headquarters.
There is no material relationship between Masimo or any of its affiliates and Nikken or any of its affiliates outside of the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to Masimo’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014, filed with the Securities and Exchange Commission on May 1, 2014.









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Masimo Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
MASIMO CORPORATION
a Delaware corporation
 
 
 
 
Date: May 16, 2014
 
By:
/s/ MARK P. DE RAAD
 
 
 
Mark P. de Raad
 
 
 
Executive Vice President & Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)