-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iq9juoCm8MlR1Bb7wcUk6prad1LiMMs7DAKUyxWF6W2xbq+lI4fYmNJ85ACXeZDv fZuWqwhiXwFDLTExzFMlzA== 0000944763-06-000054.txt : 20061106 0000944763-06-000054.hdr.sgml : 20061106 20061106161958 ACCESSION NUMBER: 0000944763-06-000054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061103 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENCORE MEDICAL CORP CENTRAL INDEX KEY: 0000944763 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 650572565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9800 METRIC BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5128329500 MAIL ADDRESS: STREET 1: 9800 METRIC BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE ACQUISITION CORP DATE OF NAME CHANGE: 19950531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WESSON BRUCE F CENTRAL INDEX KEY: 0001058190 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26538 FILM NUMBER: 061190587 BUSINESS ADDRESS: STREET 1: HALSEY DRUG CO INC STREET 2: 1827 PACIFIC ST CITY: BROOKLYN STATE: NY ZIP: 11233 BUSINESS PHONE: 2124677500 MAIL ADDRESS: STREET 2: 1827 PACIFIC ST CITY: BROOKLYN STATE: NY ZIP: 11233 FORMER NAME: FORMER CONFORMED NAME: WESSON BRUCE T DATE OF NAME CHANGE: 19980319 4 1 wes203.xml X0202 4 2006-11-03 0 0000944763 ENCORE MEDICAL CORP ENMC 0001058190 WESSON BRUCE F GALEN ASSOCIATES 610 FIFTH AVENUE NEW YORK NY 10020 1 0 0 0 Common Stock 2006-11-03 4 M 0 15000 2.63 A 75498.00 D Common Stock 2006-11-03 4 M 0 15000 3.80 A 90498.00 D Common Stock 2006-11-03 4 M 0 15000 5.02 A 105498.00 D Common Stock 2006-11-03 4 M 0 15000 4.93 A 120498.00 D Common Stock 2006-11-03 4 S 0 120498 6.55 D 0.00 D Common Stock 2006-11-03 4 S 0 56000 6.55 D 0.00 I By Retirement Plan Option - 2630513 2.63 2006-11-03 4 M 0 15000 0 D 2004-05-13 2013-05-13 Common Stock 15000.00 0.00 D Option - 3800512 3.80 2006-11-03 4 M 0 15000 0 D 2003-05-16 2012-05-16 Common Stock 15000.00 0.00 D Option -5020518 5.02 2006-11-03 4 M 0 15000 0 D 2007-05-18 2016-05-18 Common Stock 15000.00 0.00 D Option 4930518 4.93 2006-11-03 4 M 0 15000 0 D 2006-05-18 2015-05-18 Common Stock 15000.00 0.00 D Immediately before the effective date of the merger of Grand Slam Acquisition Corp. with and into the Issuer, all unvested options became fully vested and immediately exercisable. By: /s/ Harry Zimmerman 2006-11-06 EX-24 2 tobywesson.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Harry L. Zimmerman, Kenneth W. Davidson, William W. Burke, Stefanie Cavanaugh, and Janet A. Garcia, each of whom may act without joinder of the other, the undersigned's true and lawful attorneys-in-fact to do the following: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a officer, director or 10% shareholder of Encore Medical Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact's discretion. The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior Power of Attorney with respect to the matters set forth herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2 day of March, 2006. /s/ Bruce Wesson -----END PRIVACY-ENHANCED MESSAGE-----