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) September 26, 2006
Bio-Reference Laboratories, Inc.
(Exact name of registrant as specified in its charter)
New Jersey |
| 0-15266 |
| 22-2405059 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of incorporation) |
| File Number) |
| Identification No.) |
481 Edward H. Ross Drive, Elmwood Park, NJ |
| 07407 |
(Address of principal executive offices) |
| (Zip Code) |
(201) 791-2600
Registrant’s telephone number, including area code
(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 (see General Instruction A.2. below):
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))
Item 3.02 Unregistered Sales of Equity Securities
In connection with its previously announced purchase of the operating assets of GeneDx, Inc. (“GENEDX”), a Gaithersburg, Maryland gene-based testing laboratory, on September 26, 2006, the Registrant issued 230,947 shares of its unregistered common stock (the “Stock”) to GENEDX. GENEDX is a private company beneficially owned by two individuals who were unaffiliated with the Registrant at the time of the purchase. In addition to the Stock, the purchase price included a $5 million Cash Payment and the assumption by the Registrant of certain liabilities. The Sellers may also receive an upside Contingent Payment, not to exceed $7 million, dependent upon future GENEDX operations. The 230,947 shares were valued for purposes of the purchase at $21.65 per share, the average closing price for the common stock on NASDAQ on the ten trading days immediately preceding the August 29, 2006 signing of the purchase agreement. A restrictive legend was placed on the stock certificate and stop transfer instructions were issued against the certificate. The Sellers represented that they were acquiring the stock for investment and not with a view to distribution. Exemption from the registration provisions of the Securities Act of 1933 is claimed pursuant to Section 4(2) of the Act as the transaction did not involve a public offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized.
Bio-Reference Laboratories, Inc. |
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| By | /S/ Marc D. Grodman, President |
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| Marc D. Grodman, President |
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Date: October 31, 2006 |
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