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) October 1, 1999
BIO-RAD LABORATORIES, INC.
_________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
A Delaware Corporation 1-7928 94-1381833
_________________________________________________________________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1000 Alfred Nobel Drive, Hercules, California 94547
_________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (510)724-7000
No Change
_________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On October 1, 1999, Bio-Rad Laboratories, Inc.
("Bio-Rad") acquired Pasteur Sanofi Diagnostics S.A., a
French corporation ("PSD"), from its former shareholders,
Sanofi-Synthelabo S.A. and Institut Pasteur, pursuant to the
terms of the Purchase Agreement (previously filed as Exhibit
2.1 to Form 8-K dated July 15, 1999). Bio-Rad acquired 100%
of the capital stock of PSD (and certain ancillary assets
and assumed liabilities related to PSD) for a purchase price,
subject to post-closing adjustments, not to exceed
$210,000,000. The cash purchase price was financed through
a $200,000,000 Credit Agreement and a $100,000,000 Senior
Subordinated Credit Agreement. The lenders for the Credit
Agreement include Bank One, NA, as Administrative Agent,
ABN Bank N.V., as Syndication Agent and Union Bank of
California, N.A., as Documentation Agent. The lenders for
the Senior Subordinated Credit Agreement include Banc One
Capital Markets, Inc., as Agent.
PSD and Institut Pasteur have engaged and will continue to
engage in scientific collaborative relations. The
relationship has been formalized in a Cooperation Agreement
which expires on December 31, 2000. The Cooperation
Agreement grants to PSD and its affiliates the right of
first refusal for an exclusive license to exploit all
Institut Pasteur patents and know-how in the field of in
vitro diagnostics (IVD) technology for the duration of the
licensed patents or 15 years from the first marketing in
countries where there is no patented technology. The
Cooperation Agreement also grants PSD a worldwide exclusive
license to use the "Pasteur" trademarks in the IVD market.
PSD's rights to use existing Institut Pasteur intellectual
property in the IVD field is covered by a License Agreement,
pursuant to which Institut Pasteur confirmed its grant to
PSD of exclusive and nonexclusive licenses to manufacture,
use and sell IVD products presently covered by Institut
Pasteur patents or know-how. The License Agreement will
remain in effect for the life of the corresponding Institut
Pasteur patents.
(b) The physical assets acquired by Bio-Rad, which included
inventory, plant, property and equipment, were employed by
PSD in the manufacture and distribution of diagnostic
products. Bio-Rad plans to employ these assets in the same
or similar manner during its ownership.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements of PSD required by this Item 7(a)
are filed herewith as Exhibit 99.1 and Exhibit 99.2 and are
incorporated herein.
(b) Pro forma financial information.
The pro forma financial information required by this
Item 7(b) is filed herewith as Exhibit 99.3 and is
incorporated by reference herein.
(c) Exhibits.
The exhibits to this report are listed in the accompanying
Index to Exhibits.
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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.
BIO-RAD LABORATORIES, INC.
(Registrant)
Date: October 15, 1999 By: /s/ Thomas C. Chesterman
Thomas C. Chesterman
Vice President and
Chief Financial Officer
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BIO-RAD LABORATORIES, INC.
INDEX TO EXHIBITS
ITEM 7(c)
The following documents are filed as part of this report:
Exhibit Number Description
4.1 Credit Agreement dated as of September 30, 1999
among Bio-Rad Laboratories, Inc., the lenders
named therein, Banc One, NA, as Administrative
Agent, ABN AMRO Bank N.V. as Syndication Agent, and
Union Bank of California, N.A. as Documentation
Agent.
4.2 Senior Subordinated Credit Agreement dated as
of September 30, 1999 among Bio-Rad Laboratories,
Inc., the lenders named therein and Banc One
Capital Markets, Inc., as Agent.
23.1 Report of Independent Public Accountant
99.1 Consolidated Balance Sheets of Pasteur Sanofi
Diagnostics S.A. and Subsidiaries(PSD) as of
December 31, 1998 and 1997 and the related
consolidated statements of operations,
stockholders' equity and cash flows for each of
the three years in the period ended December 31,
1998 together with the report of PSD's
independent auditors thereon.
99.2 Unaudited Consolidated Balance Sheet of Pasteur
Sanofi Diagnostics S.A. and Subsidiaries as of
June 30, 1999 and the related consolidated
statements of operations, stockholders' equity and
cash flows for the six month period ended
June 30,1999.
99.3 Unaudited Pro Forma Condensed Consolidated
Financial Information.