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): December 4, 2001 SPACELABS MEDICAL, INC. (Exact name of registrant as specified in charter)

Washington, D.C. 20549


Delaware	0-20083	91-1558809

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~FORM~~15220 ~~8-K~~N.E. 40th Street, P.O. Box 97013 Redmond, Washington

~~CURRENT~~(Address ~~REPORT~~of principal executive offices)

~~PURSUANT TO SECTION 13 OR 15(d) OF THE~~98073 ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date of Report~~ (~~Date~~Zip ~~of earliest event reported~~code)~~: September 12, 2001~~

~~SPACELABS MEDICAL, INC.~~ (~~Exact name of registrant as specified in its charter~~425) 882-3700

~~Delaware~~ (~~State~~Registrant’s oftelephone ~~incorporation~~number, including area code)

0-20083		91-1558809
(Commission File Number)		(IRS EmployerIdentification No.)

15220 N.E. 40th Street
P.O. Box 97013
Redmond, Washington		98052
(Address of principal executive		(Zip Code)
offices)

Registrant’s telephone number, including area code: (425) 882-3700

(NOT APPLICABLE) (Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets.
	Item 5. Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
Exhibit 2.1
EXHIBIT 99.1
Exhibit 2.2
Exhibit 2.3

Item 25. ~~Acquisition~~Other ~~or Disposition of Assets.~~Events

On ~~September~~December 124, 2001, Spacelabs Medical, Inc. (the “Company”), ~~a Delaware~~announced ~~corporation,~~that ~~sold~~the toUnited ~~USREA,~~States ~~Inc.~~District ~~(“Purchaser”),~~Court afor ~~Delaware~~the ~~corporation, approximately~~Western ~~13.9~~District ~~acres~~ of ~~land located in Redmond,~~ Washington, ~~including the~~has ~~Company’s~~ordered ~~corporate~~the ~~headquarters~~dismissal ~~and~~of ~~a manufacturing facility (~~the ~~“Property”).~~ ~~The~~class ~~sale~~action ~~was~~allegations ~~consummated~~brought ~~pursuant~~against tothe Company aby ~~Purchase~~Godofredo Hernandez and ~~Sale Agreement~~other ~~dated~~named asplaintiffs. ofOn ~~September~~December 512, 2001, (the ~~“Purchase~~Court ~~Agreement”)~~dismissed ~~between~~24 of the ~~Company~~ ~~and~~28 ~~Purchaser.~~remaining ~~The~~individual ~~aggregate~~cases ~~purchase~~and ~~price~~also granted ~~paid~~Spacelabs’ byrequest ~~Purchaser~~to ~~for~~sever the ~~Property~~ ~~was~~remaining ~~$74 million~~4 ~~and~~individual ~~was determined through arm~~plaintiff’s ~~length negotiations~~ ~~between~~claims. ~~representatives~~Those ofmatters ~~the~~will ~~Company~~now ~~and~~each ~~Purchaser.~~proceed ~~The~~into ~~net~~the ~~cash~~discovery ~~proceeds~~phase. ofSpacelabs ~~this~~denies ~~transaction~~liability ~~were~~and ~~used~~intends to ~~retire~~vigorously ~~the~~defend ~~Company’s~~its ~~primary~~interests regarding ~~credit~~those ~~facility~~matters. ~~The~~ ~~Company~~Information ~~may~~relating ~~seek~~to athis ~~new,~~legal ~~smaller~~proceeding ~~credit~~has ~~facility to fund ongoing working~~been ~~capital~~previously ~~needs.~~reported ~~The~~in the Company’s ~~anticipates~~Annual ~~recording~~Report aon ~~gain~~Form 10-K onfor the ~~sale, which~~year ~~will~~ended beDecember 31, ~~partially~~2000 ~~offset~~and byin ~~costs~~its ~~yet~~Quarterly toReports beon ~~finalized,~~Form 10-Q ~~including~~for ~~costs~~the ~~associated~~quarters ~~with~~ended ~~transitioning~~March 31, toJune 30 ~~alternative~~and ~~facilities~~September 29, 2001.

~~Purchaser~~On ~~will~~December 13, ~~hold~~2001, ~~title~~the toCompany ~~the~~announced ~~Property~~that onit ~~behalf~~has ofretained ~~Microsoft~~Gerard ~~Corporation~~Klauer ~~(“Microsoft”).~~Mattison ~~Microsoft~~& Co., aInc. ~~Washington~~to ~~corporation,~~explore ~~develops, manufactures,~~strategic ~~licenses,~~alternatives ~~sells,~~to maximize shareholder value and ~~supports~~that ait ~~wide~~has ~~range~~entered ofinto ~~software~~an ~~products~~agreement with Carl A. InLombardi, ~~connection~~Chairman, ~~with~~President ~~the~~and ~~sale~~Chief Executive Officer of the ~~Property~~Company, to postpone his contemplated retirement from the Company and ~~Microsoft~~facilitate ~~entered~~a ~~into~~management atransfer. ~~Lease~~A ~~Agreement~~copy ~~dated~~of asthe ofretirement ~~September~~agreement with Mr. ~~12,~~Lombardi ~~2001~~is filed ~~pursuant~~herewith toas ~~which~~Exhibit 10.1 ~~the~~and is incorporated herein by reference. The Company ~~will~~expects ~~occupy~~to ~~the~~accrue ~~corporate~~compensation ~~headquarters~~expense ~~and~~in ~~manufacturing~~the ~~facility~~pre-tax asamount aof ~~tenant~~approximately of$2.0 million ~~Microsoft~~in its financial statements for upthe quarter ending December 31, 2001 relating to 18this agreement. The Company’s December ~~months~~13, ~~after~~2001 press ~~the~~release ~~closing~~is offiled ~~the~~herewith ~~sale~~as Exhibit 99.1 and is incorporated herein by reference.

~~The foregoing description of the Purchase and Sale and Lease Agreements is~~2 ~~qualified in its entirety by reference to the terms of such agreements, which~~ ~~are filed herewith as Exhibits 2.1, 2.2 and 2.3, and are incorporated herein by~~ ~~reference.~~

The Company intends to seek an alternative location for its headquarters and manufacturing facility. It is the Company’s present intention to maintain its headquarters in the Redmond, Washington vicinity upon the expiration of the lease with Microsoft, and the Company will consider efficient and economic alternatives to meet its space requirements.

This report may contain forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on assumptions which the Company, as of the date of this release, believes to be reasonable and appropriate. The Company cautions, however, that actual facts and conditions may exist in the future that could vary materially from the assumed facts and conditions upon which such forward-looking statements are based. These facts or conditions include, without limitation, that the Company will be unable to find suitable alternate space for its headquarters and manufacturing facility in the Redmond, Washington vicinity or elsewhere or will incur unforeseen costs associated with relocating, the risk that additional strategic alternative(s) will not be identified or consummated, the risk that additional credit may not be able to be obtained on favorable terms, and other risks detailed in the Company’s Securities and Exchange Commission filings.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(ac) ~~Not Applicable.~~Exhibits

(b) Not Applicable.


10.1		Retirement Agreement dated December 6, 2001, between Spacelabs Medical, Inc. and Carl A. Lombardi.

99.1		Press Release dated December 13, 2001.

~~(c) Exhibits.~~3

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number Referred
to in Item 601 of
Regulation S-K		Description
2.1		Real Estate Purchase and Sale Agreement by and between Registrant, Spacelabs Medical, Inc. (a subsidiary of Registrant) and USREA, Inc., dated as of September 5, 2001.
2.2		Lease Agreement by and between Microsoft Corporation and Spacelabs Medical, Inc. (a subsidiary of Registrant), dated as of September 12, 2001.
2.3		Guaranty by and between Microsoft Corporation and Spacelabs Medical, Inc. (a subsidiary of Registrant), dated as of September 12, 2001.

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 hereunto duly authorized.

Date: September 12, 2001	SPACELABS MEDICAL, INC.
	By:	/s/ James A. Richman
		James A. Richman Vice President and Corporate Controller

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~~EXHIBIT INDEX~~SIGNATURES

Exhibit Number		Description
2.1		Real Estate Purchase and Sale Agreement by and between Registrant, Spacelabs Medical, Inc. (a subsidiary of Registrant) and USREA, Inc., dated as of September 5, 2001. Filed herewith.
2.2		Lease Agreement by and between Microsoft Corporation and Spacelabs Medical, Inc. (a subsidiary of Registrant), dated as of September 12, 2001. Filed herewith.
2.3		Guaranty by and between Microsoft Corporation and Spacelabs Medical, Inc. (a subsidiary of Registrant), dated as of September 12, 2001. Filed herewith.

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 hereunto duly authorized.

~~-4-~~ SPACELABS MEDICAL, INC. (Registrant) By James A. Richman Vice President and Corporate Controller

Date: December 26, 2001

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