SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 11, 1997
GULL LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-16864 87-0404754
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1011 E. Murray Holladay Road, Salt Lake City, UT 84117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(801) 263 - 3524
FORM 8-K
CURRENT REPORT
Item 2. Acquisition or Disposition of Assets
(a) On August 11, 1997, the Registrant acquired certain assets of
the diagnostics business unit (the "Business") of the Intensive Care and
Diagnostics Division of Fresenius AG. The assets included all fixed assets,
all inventory stocks, and all rights belonging to the Business as April 21,
1997 ("Assets") as well as certain industrial property rights, intangible
objects and rights of usage related thereto. The Registrant did not acquire
receivables, checks, cash or credit balances existing or accrued as of
December 31, 1996. The Registrant also assumed all liabilities pertaining to
the operations of the Business after December 31, 1996, as well as certain
employee-related liabilities existing prior to December 31, 1996. The
purchase price for the Assets was 1,320,000 shares of the Company's Common
Stock, subject to minor adjustment. Fresenius AG is the majority owner of the
Registrant's Common Stock. Two of the Registrant's directors are members of
the Management Board of Fresenius AG and a third director is a partner in a
law firm that represents Fresenius AG. The purchase price was arrived at
after negotiation between management of the Registrant and Fresenius AG. The
Registrant was assisted in the negotiations by Vector Securities
International, Inc.
(b) The Assets acquired by the Registrant were used by the
Business in the manufacture and marketing of diagnostic testing products. The
Registrant will continue to use the Assets for the same purposes.
Item 7. Financial Statements and Exhibits
(a) The required financial statements are incorporated by
reference from the Proxy Statement of the Registrant dated July 9, 1997.
(b) The required pro forma financial information is incorporated
by reference from the Proxy Statement of the Registrant dated July 9, 1997.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of April 1, 1997
between Fresenius AG, Gull GmbH, and Gull Laboratories,
Inc. (incorporated by reference from the exhibits to
the Proxy Statement of the Registrant dated July 9,
1997)
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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.
GULL LABORATORIES, INC.
By: /s/ Michael B. Malan
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Michael B. Malan
Secretary/Treasurer,
Chief Financial Officer
Date: August 26, 1997