UNITED STATES
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): July 7, 2017
OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE | | 000-23125 | | 330238801 |
(STATE OR OTHER JURISDICTION
OF INCORPORATION) | | (COMMISSION FILE NUMBER) | | (IRS EMPLOYER IDENTIFICATION
NO.) |
12525 CHADRON AVENUE
HAWTHORNE, CA 90250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure
As previously reported, on May 31, 2017, OSI Systems, Inc. (the “Company”) and its subsidiary OSI (Holdings) Company Limited, a UK limited company (collectively, the “Purchasers”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Smiths Detection, LLC and its affiliates (“Sellers”) to acquire the global explosive trace detection business that Sellers purchased from Morpho USA, Inc. in April 2017 (the “Business”). On July 7, 2017, the Purchasers completed the acquisition of the Business from Sellers and paid $75.5 million in cash, subject to a net working capital adjustment.
On July 10, 2017, the Company issued a press release announcing the closing of transactions contemplated by the Purchase Agreement. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
| | |
99.1 | | Press Release dated July 10, 2017 |
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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.
| OSI SYSTEMS, INC. |
Date: July 10, 2017 | |
| | |
| By: | /s/ Alan Edrick |
| | Alan Edrick |
| | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
99.1 | | Press Release dated July 10, 2017 |
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