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SECURITIES AND EXCHANGE COMMISSION
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): June 1, 2002
MOLECULAR DEVICES CORPORATION
Delaware
(State or other jurisdiction of incorporation)
| 0-27316 (Commission File No.) | 94-2914362 (IRS Employer Identification No.) |
1311 Orleans Drive
Sunnyvale, CA 94089
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(408) 747-1700
| Item 2. Acquisition or Disposition of Assets. | ||||||||
| Item 7. Exhibits. | ||||||||
| SIGNATURE | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 2.1 | ||||||||
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Item 2. Acquisition or Disposition of Assets.
On June 3, 2002, Molecular Devices Corporation (“Molecular Devices”) announced that it had completed an acquisition in which it acquired Universal Imaging Corporation (“Universal Imaging”) in a cash-for-stock transaction (the “Acquisition”). Molecular Devices acquired Universal Imaging pursuant to a Stock Purchase Agreement, dated as of June 1, 2002 (the “Agreement”), by and among Molecular Devices, Universal Imaging, Theodore D. Inoue, as shareholders’ agent, and the shareholders of Universal Imaging. The Agreement is attached hereto as Exhibit 2.1. As a result of the Acquisition, Universal Imaging became a wholly-owned subsidiary of Molecular Devices. In connection with the Acquisition, Molecular Devices purchased all of the outstanding capital stock of Universal Imaging for $22 million in cash.
Item 7. Exhibits.
a. The required financial statements will be filed by amendment as soon as practicable.
b. The required pro forma financial information will be filed by amendment as soon as practicable.
c. Exhibits
| Exhibit | ||
| Number | Description of Exhibit | |
| 2.1 | Stock Purchase Agreement, dated June 1, 2002, by and among Molecular Devices Corporation, Universal Imaging Corporation, Theodore D. Inoue, as shareholders’ agent, and the shareholders of Universal Imaging Corporation. |
1.
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SIGNATURE
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.
| Molecular Devices Corporation | ||
| | ||
| Dated: June 12, 2002 | By: | /s/ Timothy A. Harkness |
| Timothy A. Harkness Vice President and Chief Financial Officer | ||
2.
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INDEX TO EXHIBITS
| 2.1 | Stock Purchase Agreement, dated June 1, 2002, by and among Molecular Devices Corporation, Universal Imaging Corporation, Theodore D. Inoue, as shareholders’ agent, and the shareholders of Universal Imaging Corporation. |
3.