UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 23, 2004
Escalon Medical Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-20127 33-0272839
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(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
575 East Swedesford Road, Suite 100
Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (215) 688-6830
N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On July 23, 2004, Escalon Medical Corp. (the "Company") announced
that the holders of 67.03% of the outstanding ordinary shares of Drew Scientific
Group PLC, a U.K. company ("Drew"), had accepted the Company's exchange offer
for all of the ordinary shares of Drew. As a result, under applicable U.K. law,
the Company's exchange offer became unconditional, and the Company is acquiring
the Drew shares tendered as of July 23, 2004. Escalon will initially issue
603,000 shares of the Company's common stock for the Drew shares that had been
tendered as of July 23, 2004. The closing price of the Company's common stock on
July 23, 2004 was $9.40 per share.
The exchange offer is being kept open for an additional 21 days, or
until August 13, 2004, to allow holders of Drew shares who have not yet tendered
to accept the offer. The Company has offered a total of 900,000 shares of the
Company's common stock for all of the outstanding shares of Drew.
Drew, based in the U.K. with additional manufacturing operations in
Texas and Connecticut, is a diagnostics company specializing in the design,
manufacture, sale and distribution of analytical systems for laboratory testing
worldwide. Drew provides instrumentation and consumables for the diagnosing and
monitoring of medical disorders in the areas of diabetes, cardiovascular disease
and hematology, as well as veterinary hematology and blood chemistry. The
Company expects to operate Drew as a separate division.
Item 7. Financial Statements and Exhibits.
(a) Financial Information of Business Acquired.
The historical financial information of the acquired business
required by Rule 3-05 of Regulation S-X is not yet available. Pursuant to Item
7(a)(4) of Form 8-K, the required historical financial information will be filed
as soon as practicable within the time period prescribed under such Item.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of
Regulation S-X is not yet available. Pursuant to Item 7(b)(2) of Form 8-K, the
required pro forma financial information will be filed as soon as practicable
within the period prescribed by such Item.
(c) Exhibits.
None.
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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.
ESCALON MEDICAL CORP.
Date: August 4, 2004 By: /s/ Richard J. DePiano
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Richard J. DePiano
Chairman and
Chief Executive Officer
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