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UNITED STATES
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): July 24, 2003
HYCOR BIOMEDICAL INC.
Delaware | 0-11647 | 58-1437178 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
7272 Chapman Ave., Garden Grove, California | 92841 | |
(Address of principal executive offices) | (Zip Code) |
(714) 933-3000
N/A
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Item 5. Other Events. | ||||||||
Item 7. Financial Statement and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 2.1 | ||||||||
EXHIBIT 99.1 |
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Item 5. Other Events.
On July 24, 2003, Hycor Biomedical Inc. (“Hycor”) announced the execution of an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among Stratagene Holding Corporation, a Delaware corporation (“SHC”), SHC Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SHC (“Merger Sub”) and Hycor. Pursuant to the Merger Agreement, SHC would acquire all of the outstanding shares of Hycor through a merger between Merger Sub and Hycor, with Hycor as the surviving corporation. Pursuant to the Merger Agreement, Hycor stockholders would receive 0.6158 SHC shares in exchange for each Hycor share, plus cash for any fractional shares. The Merger Agreement, as well as the joint press release of Hycor and SHC announcing the Merger Agreement, are filed as exhibits herewith and are incorporated by reference herein. |
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Item 7. Financial Statement and Exhibits
(c) | Exhibits |
2.1 | Agreement and Plan of Reorganization by and among Stratagene Holding Corporation, SHC Acquisition Sub, Inc. and Hycor Biomedical Inc. | |||||
99.1 | Joint Press Release of Hycor Biomedical Inc. and Stratagene Holding Corporation issued on July 24, 2003 |
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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.
HYCOR BIOMEDICAL INC. | ||||
By: | /s/ REGINALD P. JONES | |||
Reginald P. Jones | ||||
Senior Vice President and Chief Financial Officer | ||||
Dated: July 24, 2003 |
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EXHIBIT INDEX
2.1 | Agreement and Plan of Reorganization by and among Stratagene Holding Corporation, SHC Acquisition Sub, Inc. and Hycor Biomedical Inc. | |||||
99.1 | Joint Press Release of Hycor Biomedical Inc. and Stratagene Holding Corporation issued on July 24, 2003. |
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