SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) July 8, 1997
LAWTER INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or other jurisdiction of incorporation)
1-7558 36-1370818
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(Commission File No.) (IRS Employer Identification No.)
990 Skokie Boulevard, Northbrook, Illinois 60062
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(Address of Principal Executive Offices)
847/498-4700
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(Registrant's telephone number, including area code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
Item 2. Acquisition or Disposition of Assets.
On June 26, 1997, Lawter International, Inc. ("Lawter") and Hach Company
("Hach") entered into a Purchase and Standstill Agreement and Mutual Release
(the "Agreement") pursuant to which Lawter agreed to sell all of its 3,157,223
shares of Hach Common Stock (the "Lawter Shares"), which constituted
approximately 27.8% of the issued and outstanding shares of Common Stock of
Hach, and Hach agreed to purchase the Lawter Shares, for a purchase price of $19
per share or a total of $59,987,237 for all of the Lawter Shares (the "Purchase
Price"). The closing of the transaction took place on July 8, 1997 (the
"Closing Date"). A copy of the Agreement is set forth as Exhibit 99.2 to this
Report and is incorporated herein by this reference.
The Agreement provides that, for a period of ten years, Lawter shall be subject
to certain standstill provisions relating to Hach. Such provisions include, but
are not limited to, Lawter's agreement not to (a) acquire, directly or
indirectly, any beneficial ownership of any common stock or other securities of
Hach; (b) participate in any "solicitation" of "proxies" as defined in Rule 14a-
1 of the Exchange Act of 1934; (c) make any statement or proposal with respect
to a merger, sale or transfer of assets, recapitalization or other extraordinary
corporate transaction with regard to Hach; or (d) seek to exercise control over
Hach.
The Agreement allows for an adjustment to the Purchase Price in the event there
is a Change of Control of Hach (as defined in the Agreement) on or prior to
September 30, 1998 and as a result of such Change of Control any stockholder of
Hach receives cash of more than $19 per share for their Common Stock of Hach.
At the closing of any such transaction, Hach will pay to Lawter in cash an
amount equal to (x) the difference between the greatest amount per share
received by the stockholders of Hach in such transaction and the amount of the
Purchase Price paid per share for the Lawter Shares pursuant to the Agreement
times (y) 3,157,223.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The exhibits to this report are listed in the Exhibit Index
included elsewhere herein.
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 hereunto duly authorized.
Dated July 8, 1997
LAWTER INTERNATIONAL, INC.
By: /s/ John P. O'Mahoney
John P. O'Mahoney
Chairman and Chief Executive Officer
LAWTER INTERNATIONAL, INC.
Exhibit Index
Sequential
Page
Number and Description of Exhibit* Number
99.1 Press release dated July 8, 1997. 4
99.2 Purchase and Standstill Agreement and Mutual
Release, dated June 26, 1997 (incorporated by
reference to the same exhibit number in the
Company's Current Report on Form 8-K filed
on June 27,1997).
*Exhibits not listed are inapplicable.