FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of -------------------------- 1934 ---- June 19, 2003 Commission File Number 001-14978 SMITH & NEPHEW plc (Registrant's name) 15 Adam Street London, England WC2N 6LA (Address of registrant's principal executive offices) [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 X Form 40-F --- --- [Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).] Yes No X --- --- [Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).] Yes No X --- --- [Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934.] Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- n/a. -------------- --- Total Pages: 3 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 authorized. Smith & Nephew plc (Registrant) Date: June 19, 2003 By: /s/ Paul Chambers --------------------- Paul Chambers Company Secretary 2 19 June 2003 Smith & Nephew notes offers for Centerpulse and InCentive Capital Smith & Nephew plc notes that Zimmer Holdings Inc. has today launched formal offers for Centerpulse AG and InCentive Capital AG, which the company intends to review over the coming weeks. Smith & Nephew is convinced that a combination of its own business with that of Centerpulse will offer employees, customers and shareholders of both companies a superior opportunity for enhanced long-term value. Pending Smith & Nephew's review of the Zimmer offers, the company strongly advises Centerpulse and InCentive Capital shareholders to take no action in respect of the Zimmer offers. Smith & Nephew plc notes that under Swiss takeover legislation all offers will remain open for acceptances until 27 August. Enquiries: Smith & Nephew plc Tel: +44 (0)20 7401 7646 Angie Craig Corporate Affairs Director Financial Dynamics Tel: +44 (0)20 7831 3113 David Yates United States of America The offer for Centerpulse shares is being made in the United States only through a prospectus/offer to exchange, which is part of a registration statement filed with the SEC by Smith & Nephew Group. Centerpulse shareholders who are US persons or are located in the United States are urged to read the registration statement, including the prospectus/offer to exchange included therein, and the other documents filed, or to be filed, with the SEC by Smith & Nephew Group or Centerpulse relating to the Centerpulse offer, because they contain important information about the Centerpulse offer. You may obtain a free copy of these documents from the SEC's Web site at www.sec.gov. You may also obtain this information from Morrow & Co., Inc., the US information agent for the Centerpulse offer, at (800) 607-0088, or by e-mail at centerpulse.info@morrowco.com