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 month of July, 2003

 

Centerpulse Ltd.

(Translation of registrant’s name into English)

 

Andreasstrasse 15

CH-8050 Zurich

Switzerland

(Address of principal executive office)

 

 

(Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.)

 

Form 20-F              ý

 

Form 40-F              o

 

(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                 o

 

No                   ý

 

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-           .)

 

 



 

Centerpulse Ltd. (“Centerpulse”) is filing this Report on Form 6-K to furnish the media release, letter to shareholders and Report of the Board of Directors of Centerpulse regarding the takeover offer made by Zimmer Holdings, Inc. for Centerpulse on June 19, 2003.  The media release, letter to shareholders and Board report are attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively.

 

Centerpulse hereby incorporates this Report on Form 6-K by reference into the Registration Statements on Form S-8, Nos. 33-8300, 333-76280, 333-76282, 333-103944, 333-103945 and 333-103946.

 

99.1

 

Media Release dated July 9, 2003

 

 

 

99.2

 

Letter to Shareholders dated July 9, 2003

 

 

 

99.3

 

Report of the Board of Directors of Centerpulse dated July 8, 2003

 

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 S. Wise

 

 

 

David S. Wise

 

 

Authorized Representative

 

 

 

Date:  July 16, 2003

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Media Release dated July 9, 2003

 

 

 

99.2

 

Letter to Shareholders dated July 9, 2003

 

 

 

99.3

 

Report of the Board of Directors of Centerpulse dated July 8, 2003

 

4