SC 13D 1 dcritical.txt SCHEDULE 13-D UNITED STATES 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) Data Critical Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.001 par value per share) -------------------------------------------------------------------------------- (Title of Class of Securities) 237622 10 5 -------------------------------------- (CUSIP Number) Robert E. Healing Corporate Counsel General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06431-0001 Telephone: (202) 373-2243 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Dennis V. Osimitz Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 Telephone: (312) 853-7000 July 19, 2001 ------------------------------------------------------------- (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 that 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 / /. (Continued on following pages) (Page 1 of 14 Pages) SCHEDULE 13D -------------------------------------------------------------------------------- 13D Page 2 of 14 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: General Electric Company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 14-0689340 ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) |_| (b) |X| ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 3 SEC USE ONLY ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS WC ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ------------- ------------------------------------------------------------------ ----------------------------------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES Approximately 9,094,884 shares (See Item 4)* BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------- -------------------------------------------- ----------------------------------- -------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------- -------------------------------------------- ----------------------------------- -------------------------------------------- 9 SOLE DISPOSITIVE POWER Approximately 9,094,884 shares (See Item 4)* ----------------------------------- -------------------------------------------- ----------------------------------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- ----------------------------------- -------------------------------------------- ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Approximately 9,094,884 shares (See Item 4)* ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 44.3% of the Shares issued and outstanding assuming exercise of the option to purchase Shares granted under the Stock Option Agreement described in Item 4 of this Statement. ------------- ------------------------------------------------------------------ ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------- ------------------------------------------------------------------ *Reporting Person disclaims legal and beneficial ownership of all shares. -------------------------------------------------------------------------------- Page 3 of 14 Pages -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.001 par value (the "Shares"), of Data Critical Corporation ("Data Critical"). Data Critical's principal executive offices are located at 19820 North Creek Parkway, Suite 100, Bothell, Washington 98011. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by General Electric Company, a New York corporation ("GE"). GE is one of the largest and most diversified industrial corporations in the world. GE has engaged in developing, manufacturing and marketing a wide variety of products for the generation, transmission, distribution, control and utilization of electricity since its incorporation in 1892. Over the years, GE has developed or acquired new technologies and services that have broadened considerably the scope of its activities. GE's products include major appliances; lighting products; industrial automation products; medical diagnostic imaging equipment; motors; electrical distribution and control equipment; locomotives; power generation and delivery products; nuclear power support services and fuel assemblies; commercial and military aircraft jet engines; and engineered materials, such as plastics, silicones and superabrasive industrial diamonds. GE's services include product services; electrical product supply houses; electrical apparatus installation, engineering, repair and rebuilding services; and computer-related information services. Through its affiliate, the National Broadcasting Company, Inc., GE delivers network television services, operates television stations, and provides cable programming and distribution services. Through another affiliate, General Electric Capital Services, Inc., GE offers a broad array of financial and other services including consumer financing, commercial and industrial financing, real estate financing, asset management and leasing, mortgage services, consumer savings and insurance services, specialty insurance and reinsurance, and satellite communications. GE operates in more than 100 countries around the world, including 280 manufacturing plants in 26 different nations. GE's principal executive offices are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203) 373-2211). GE has not and, to the best of GE's knowledge, none of its respective executive officers or directors 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 resulting in 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. The name, business address and present principal occupation (including the name and address of the corporation or organization in which such employment is conducted) of each executive officer and director of GE is set forth in Schedule A to this Schedule 13D and is specifically incorporated herein by reference in its entirety. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Stockholder Agreements described in Item 4 of this Statement were entered into by GE and the Stockholders (as defined below) listed in Item 4 as an inducement to GE and Ether Merger Corp., a Delaware corporation and an indirect, wholly owned subsidiary of GE ("Ether"), to enter into the Agreement and Plan of Merger among GE, Ether and Data Critical, dated as of July 19, 2001 (the "Merger Agreement"). The Stock Option Agreement described in Item 4 of this statement was entered into by GE and Data Critical as an inducement to GE and Ether to enter into the Merger Agreement. Except as set forth in the preceding sentence, neither GE nor Ether has paid consideration in connection with entering into the Stockholder Agreements or the Stock Option Agreement. ITEM 4. PURPOSE OF TRANSACTION. On July 19, 2001, GE, Ether and Data Critical entered into the Merger Agreement, providing for the merger of Ether with and into Data Critical (the "Merger") for the consideration specified therein, with Data Critical surviving the Merger and becoming an indirect, wholly owned subsidiary of GE (the "Surviving Corporation"). Pursuant to the Merger Agreement, in the Merger each outstanding Share (other than Shares that are held in the treasury of Data Critical, Shares owned by GE or by any wholly owned subsidiary of GE and Shares held by stockholders who properly perfect appraisal rights under the Delaware General Corporation Law) will be converted into the right to receive the consideration specified in the Merger Agreement. -------------------------------------------------------------------------------- Page 4 of 14 Pages -------------------------------------------------------------------------------- Pursuant to the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation of Data Critical shall be amended as set forth in Exhibit C to the Merger Agreement and the Bylaws of Ether shall be the Bylaws of the Surviving Corporation; the directors of Ether shall become the directors of the Surviving Corporation and the officers of Data Critical shall remain the officers of the Surviving Corporation. It is anticipated that, following the consummation of the Merger, the Shares will be terminated from registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. A copy of the Merger Agreement is included as Exhibit 1 hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 1, which is incorporated herein by reference. Concurrently with the execution of the Merger Agreement, in order to induce GE and Ether to enter into the Merger Agreement, Kimberlin Family Partners, Oshkim Limited Partners, David E. Albert, Aether Systems, Inc., Apex Investment Fund II, L.P. and Warburg, Pincus Ventures, L.P. (collectively, the "Stockholders") who own an aggregate of 5,688,354 (approximately 33.2%) of the outstanding Shares, entered into stockholder agreements (the "Stockholder Agreements"), each dated as of July 19, 2001, with GE. Pursuant to the Stockholder Agreements, each Stockholder has agreed that (a) the Stockholder will vote the Shares held by such Stockholder in favor of the Merger and the Merger Agreement; (b) the Stockholder will vote his or her Shares against (i) any other merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Data Critical or any other Takeover Proposal (as defined in the Merger Agreement) or (ii) any amendment of Data Critical's Certificate of Incorporation or Bylaws or other proposal or transaction involving Data Critical, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement; (c) the Stockholder will not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, his or her Shares to any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with his or her Shares; (d) the Stockholder will not, and will not permit any investment banker, attorney or other adviser or representative of such Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; and (e) the Stockholder will use the Stockholder's best efforts to support, consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder Agreements terminate upon the earlier of (i) the effective time of the Merger and (ii) six months after the termination of the Merger Agreement (except in certain circumstances, upon termination of the Merger Agreement as set forth in the Stockholder Agreements). In addition to the Stockholder Agreements, GE and Data Critical entered into a Stock Option Agreement, dated as of July 19, 2001 (the "Stock Option Agreement"), pursuant to which Data Critical has granted GE an option to purchase (the "Option") from time to time 3,406,530 Shares, which as of July 19, 2001, represented approximately 19.9% of the aggregate Shares then outstanding, at a price of $3.75 per Share. If Data Critical issues additional Shares, the number of Shares exercisable under the Option will be increased so that the Shares to be issued under the Option represent 19.9% of the Shares than issued and outstanding. The description of the Stockholder Agreements and the Stock Option Agreement contained herein is qualified in its entirety by reference to the copies of the form of Stockholder Agreements included as Exhibit 2 and the Stock Option Agreement included as Exhibit 4 hereto, which are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (c) By reason of the Stockholder Agreements and the Stock Option Agreement described in Item 4, GE may be deemed to be the beneficial owner of, in the aggregate, 9,094,884 Shares. Such Shares represent approximately 44.3% of the outstanding Shares, based upon the number of Shares outstanding as of July 19, 2001. By virtue of the limited nature of the Stockholder Agreements and Stock Option Agreement, GE expressly disclaims beneficial ownership of such Shares. Except as described in this Schedule 13D, neither GE nor, to the best knowledge of GE, any of the persons listed in Item 2 above, beneficially owns or has acquired or disposed of any Shares during the past 60 days. (d) Not applicable. -------------------------------------------------------------------------------- Page 5 of 14 Pages -------------------------------------------------------------------------------- (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 4, GE anticipates that it will acquire the entire equity interest in Data Critical pursuant to the Merger Agreement. Other than the Merger Agreement, the Stock Option Agreement and the Stockholder Agreements described in Item 4 to this Statement, to the best knowledge of GE, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons listed in Item 2 of this Statement and any person with respect to the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement and Plan of Merger, dated as of July 19, 2001, among GE, Ether and Data Critical (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). 2. Form of Stockholder Agreement, dated as of July 19, 2001, between GE and certain stockholders of Data Critical (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). 3. Schedule listing each stockholder and the number of shares owned by such stockholder as set forth in the Stockholder Agreement, dated as of July 19, 2001, entered into by such stockholder and GE. 4. Stock Option Agreement, dated as of July 19, 2001, between GE and Data Critical (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). -------------------------------------------------------------------------------- Page 6 of 14 Pages -------------------------------------------------------------------------------- SIGNATURES 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. Dated as of July 27, 2001. GENERAL ELECTRIC COMPANY By: /s/ Eliza Fraser ----------------------------------------- Name: Eliza Fraser Title: Associate Corporate Counsel -------------------------------------------------------------------------------- Page 7 of 14 Pages -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1 Agreement and Plan of Merger, dated as of July 19, 2001, among GE, Ether and Data Critical (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). 2 Form of Stockholder Agreement, dated as of July 19, 2001, between GE and certain stockholders of Data Critical (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). 3 Schedule listing each stockholder and the number of shares owned by such stockholder as set forth in the Stockholder Agreement, dated as of July 19, 2001, entered into by such stockholder and GE. 4 Stock Option Agreement, dated as of July 19, 2001, between GE and Data Critical (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Data Critical filed on July 23, 2001). -------------------------------------------------------------------------------- Page 8 of 14 Pages -------------------------------------------------------------------------------- EXHIBIT 3 SCHEDULE OF STOCKHOLDERS Stockholder Shares ----------- ------ Kimberlin Family Partners 582,906 Oshkim Limited Partners 257,937 David E. Albert 525,937 Aether Systems Inc. 1,230,770 Apex Investment Fund II, L.P. 663,392 Warburg, Pincus Ventures, L.P. 2,427,412 -------------------------------------------------------------------------------- Page 9 of 14 Pages -------------------------------------------------------------------------------- SCHEDULE A GENERAL ELECTRIC COMPANY DIRECTORS

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Citizenship ----------- P. Fresco Italy C. X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. -------------------------------------------------------------------------------- Page 12 of 14 Pages -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS

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Citizenship of All Executive Officers ------------------------------------- U.S.A.

DATA CRITICAL CORP SC 13D