FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SPECIAL REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the date of October 10, 2002
CENTERPULSE LTD.
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(Translation of registrant's name into English)
ANDREASSTRASSE 15
CH-8050 ZURICH
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- _____.
Centerpulse Ltd. is filing this Report on Form 6-K to furnish the attached
press release announcing the successful completion of Centerpulse's rights
issue.
Centerpulse Ltd. hereby incorporates this Report on Form 6-K by reference into
the Registration Statements on Form S-8, No. 33-8300, No. 333-76280 and No.
333-85388.
[CENTERPULSE LOGO]
Centerpulse Ltd.
Andreasstrasse 15
CH-8050 Zurich
Tel +41 (0) 1 306 96 96
Fax +41 (0) 1 306 96 97
www.centerpulse.com
MEDIA RELEASE
Date October 10, 2002
Page 1/2
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA
CENTERPULSE SUCCESSFULLY COMPLETES RIGHTS ISSUE
ZURICH, OCTOBER 10, 2002 - CENTERPULSE HAS SUCCESSFULLY COMPLETED ITS RIGHTS
ISSUE AND HAS RAISED GROSS PROCEEDS OF APPROXIMATELY CHF 255 MILLION. AFTER THE
CLOSE OF THE SUBSCRIPTION PERIOD, 1.82 MILLION NEW SHARES WERE TAKEN UP BY
SHAREHOLDERS AND INVESTORS AND CENTERPULSE'S MAJOR SHAREHOLDER, INCENTIVE
CAPITAL.
Under the 11:2 rights issue, which was fully underwritten by InCentive Capital
and UBS AG, Centerpulse has issued 1.82 million new shares which will be
admitted for trading on the SWX Swiss Exchange as from October 10, 2002.
Approximately 99% of the rights were exercised by new investors and existing
shareholders, including InCentive Capital, which exercised all of its rights.
The remaining 1% of the shares were purchased by InCentive Capital. Issued at
CHF 140 per share, Centerpulse has thus raised approximately CHF 255 million in
gross proceeds of new equity which will be used to fund part of Centerpulse's
payment obligations under the U.S. settlement agreement.
Given the successful completion of the rights issue, together with the
arrangement of the senior credit facility of up to USD 635 million, Centerpulse
is confident to be able to fully fund the U.S. class action settlement by
November 4, 2002.
MEDIA INQUIRIES:
Centerpulse Corporate Communications
Beatrice Tschanz Erwin Schaerer
Phone +41 (0)1 306 9646 Phone +41 (0)1 306 96 53
Mobile +41 (79) 407 08 78 Mobile +41 (0)79 407 12 25
Fax +41 (0)1 306 96 51 E-mail: press-relations@centerpulse.com
E-mail: press-relations@centerpulse.com
INVESTOR RELATIONS:
Marc Ostermann
Phone +41 (0)1 306 98 24
Fax +41(0)1 306 98 31
E-mail: investor-relations@centerpulse.com
(Swiss Stock Market symbol: CEPN, New York Stock Exchange symbol: CEP)
THE COMPANY'S PRESS RELEASES ARE AVAILABLE ON THE INTERNET AT:
www.centerpulse.com.
THE COMPANY'S 2ND QUARTER REPORT IS AVAILABLE UNDER:
www.centerpulse.com "Investors/Financials/Financial reports"
[CENTERPULSE LOGO]
MEDIA RELEASE
Date October 10, 2002
Page 2/2
Some of the information contained in this press release contains
forward-looking statements. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those in the
forward-looking statements as a result of various factors. Centerpulse
undertakes no obligation to publicly update or revise any forward-looking
statements.
This press release does not constitute, or form part of, an offer or any
solicitation of an offer, for securities.
The securities in respect of the proposed capital increase have not been and
will not be registered under the Securities Act of 1933 or under the securities
laws of any state of the United States. This press release does not constitute
an offer or invitation to subscribe for or purchase any securities for sale in
the United States. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. Centerpulse does not
intend to make a public offering of securities in the United States.
Copies of this press release are not being, and must not be, mailed, or
otherwise forwarded, distributed or sent in, into or from Canada, Australia,
Japan or South Africa, or any other jurisdiction in which such mailing would be
illegal, or to publications with a general circulation in those jurisdictions,
and persons receiving this press release (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in, into or
from , Canada, Australia, Japan or South Africa, or any other jurisdiction in
which such mailing would be illegal, or to publications with a general
circulation in those jurisdictions.
Stabilization / FSA.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
CENTERPULSE LTD.
By: /s/ David Wise
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Name: David Wise
Title: Group Vice President and
General Counsel,
Centerpulse USA Inc.
Date: October 10, 2002