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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report
(Date of earliest event reported): July 21, 1997
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HYCOR BIOMEDICAL INC.
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(Exact name of registrant as specified in charter)
Delaware 0-11647 58-1437178
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file no.) identification no.)
18800 Von Karman Avenue, Irvine, California 92612-1517
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 440-2000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 21, 1997, Hycor Biomedical Inc. ("Hycor") acquired from
unrelated third parties all of the outstanding stock of Cogent Diagnostics
Limited ("Cogent"). Cogent is based in Edinburgh, Scotland.
The aggregate consideration paid by Hycor for the shares was
$3,025,000, which consisted of $1,450,000 paid in cash at the closing and the
issuance by Hycor of secured promissory notes with a total principal amount of
$1,575,000.
The cash portion of the purchase price was paid for by Hycor from cash
on hand and by borrowing approximately $1,000,000 under Hycor's revolving credit
facility with Tokai Bank, which credit facility was established in July 1997.
The notes issued by Hycor bear interest at 6.85% per year and may be prepaid by
Hycor without penalty after January 21, 1998. Accrued interest under the notes
is payable quarterly commencing October 21, 1997 and principal is payable in
three annual installments of $525,000 each, commencing July 21, 1998. Hycor's
obligations under the notes are secured by Hycor's pledge of the acquired Cogent
shares in favor of the selling shareholders.
Cogent develops, manufactures and markets a broad line of test kits for
diagnosis of autoimmune disease. Hycor intends to continue to utilize the assets
of Cogent for the same purposes.
Copies of the Share Purchase Agreement, form of Secured Loan Notes and
form of Shares Pledge between Hycor and selling shareholders of Cogent are
attached to this Form 8-K as exhibits and are incorporated herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not required.
(b) Pro Forma Financial Information.
Not required.
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(c) Exhibits.
The following exhibits are filed with this report:
10.01 Share Purchase Agreement between the Vendors (as defined
therein) and Hycor Biomedical Inc.
10.02 Form of Secured Loan Notes issued by Hycor Biomedical Inc.
10.03 Form of Shares Pledged by Hycor Biomedical Inc. in favor
of the selling shareholders
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HYCOR BIOMEDICAL INC.
a Delaware corporation
Dated: August 4, 1997 By: /s/ Armando Correa
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Armando Correa
Director of Finance
(Mr. Correa is the Principal
Accounting Officer and has
been duly authorized to sign
on behalf of the registrant.)
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HYCOR BIOMEDICAL INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit
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10.01 Share Purchase Agreement between the Vendors (as defined therein) and
Hycor Biomedical Inc.
10.02 Form of Secured Loan Notes issued by Hycor Biomedical Inc.
10.03 Form of Shares Pledge by Hycor Biomedical Inc. in favor of the selling
shareholders
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