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) January 4, 1999
BELL NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
California 0-935 94-1451828
(State of Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
900 North Franklin Street, Suite 210, Chicago, Illinois 60610
(Address of Principal Executive Offices) (Zip Code)
(312) 640-8810
(Registrant's Telephone Number, Including Area Code)
3600 Rio Vista Avenue, Suite A, Orlando, Florida 32805
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On January 4, 1999, pursuant to an agreement dated December 31,
1998 (the "Sale Agreement"), between Unilog Regions, SA ("Unilog") and
Samba Technologies, SARL ("Samba Technologies"), a French limited liability
company wholly owned by Bell National Corporation (the "Company"), the
Company's Samba Technologies subsidiary acquired certain assets (the
"Assets") of Unilog's Samba Department (the "Samba Department").
Previously, pursuant to an agreement dated December 14, 1998 (the "Option
Agreement"), between Unilog and Samba Technologies, Samba Technologies
acquired an option to purchase the Assets on the terms set forth in the
Sale Agreement. On December 18, 1998, Samba Technologies confirmed to
Unilog in a letter that it would exercise its option. The transaction
closed on January 4, 1999.
The Assets consist of certain tangible and intangible assets of the
Samba Department, including: the Samba trade name, customers and attached
trade; intellectual property rights, in particular the operating rights of
the "Samba" software package; the "Samba" trademark; the benefit of
licenses to use third-party software; technical and commercial
documentation; and materials, tools, equipment, furniture, and existing
merchandise. The materials, tools, equipment, furniture and merchandise
acquired do not constitute a significant part of the Assets.
The Samba Department has used the Assets to continue development of
automated image cytometry and telemedicine products. These products permit
users to capture, analyze, and transmit digitized optical images and to add
supplemental text to these images. The Samba Department's products have
been used in biology, pharmaceutical, research and healthcare
applications.
The purchase price for the Assets was 3,200,000 French francs, or
approximately 571,000 U.S. dollars. The source of funds for the purchase
was the Company's working capital. The purchase price was determined
through arm's-length negotiation between Unilog and the Company. Before
the date of the Option Agreement, to the best knowledge of the Company,
there was no material relationship between Unilog and the Company, any of
its affiliates, any director or officer of the Company, or any associate of
any such director or officer.
(b) The Company intends to continue to use the materials, tools,
equipment, furniture and merchandise acquired from the Samba Department in
the development and marketing of automated image cytometry and telemedicine
products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is impracticable for the Company to file herewith the required
financial statements in this Current Report on Form 8-K. The required
financial statements will be filed by amendment as soon as practicable, but
not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
It is impracticable for the Company to file herewith the required pro
forma financial information in this Current Report on Form 8-K. The
required pro forma financial information will be filed by amendment as soon
as practicable, but not later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
(c) Exhibits.
Exhibit No. Description
----------- -----------
Exhibit 1. Agreement for the Partial Transfer of a
Business, dated December 31, 1998, between Unilog Regions, SA and Samba
Technologies, SARL; Exhibit 4 thereto; list of contents of omitted
Exhibits; and agreement to furnish omitted Exhibits upon request.
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 thereunto duly authorized.
BELL NATIONAL CORPORATION
(Registrant)
/s/ Leonard R. Prange
---------------------------------------
(President and Chief Financial Officer)
Date: January 19, 1999
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit 1. Agreement for the Partial Transfer of a Business,
dated December 31, 1998, between Unilog Regions, SA and Samba Technologies,
SARL; Exhibit 4 thereto; list of contents of omitted Exhibits; and
agreement to furnish omitted Exhibits upon request.