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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): August 13, 1999
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Escalon Medical Corp.
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(Exact name of registrant as specified in its charter)
California 0-20127 33-0272839
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
351 East Conestoga Road, Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 688-6830
N/A
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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Effective August 13, 1999, Escalon Medical Corp. (the "Registrant")
entered into a Termination Agreement (the "Termination Agreement") between the
Registrant and Bausch & Lomb Surgical, Inc. ("BLS") and a Supply Agreement (the
"Supply Agreement") between the Registrant and BLS.
Pursuant to the Termination Agreement, the Distribution and Development
Agreement dated January 1, 1990, as amended, between the Registrant and Adatomed
GmbH, a wholly owned subsidiary of BLS, was terminated, and the Registrant
transferred its license and distribution rights for Adatosil(R)5000 Silicone
Oil, as well as related inventory, back to BLS. In consideration of the
transfer, BLS agreed to pay to the Registrant cash in the amount of $2,117,180,
payable in quarterly installments, with the initial installment paid on August
14, 1999, and additional cash consideration based on future sales of
Adatosil(R)5000 Silicone Oil over the next six years. Adatosil(R)5000 Silicone
Oil represented approximately 56% of the Registrant's sales in the fiscal year
ended June 30, 1999. For additional information, see the Registrant's news
release dated August 13, 1999 attached to this Form 8-K Report as Exhibit 2.3.
Pursuant to the Supply Agreement, BLS agreed to purchase from the
Registrant, and the Registrant agreed to manufacture and sell to BLS, certain
viscous fluid systems for a period of six years.
No material relationship exists between (i) the Registrant and BLS,
(ii) any director or officer of the Registrant and any director or officer of
BLS or (iii) any associate of any director or officer of the Registrant and any
associate of any director or officer of BLS. The consideration under the
Termination Agreement was determined by arms' length negotiations between the
Registrant and BLS.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(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, such
pro forma financial information will be filed as soon as practicable, but in no
event later than November 1, 1999.
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(c) Exhibits.
Exhibit No. Document
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2.1 Termination Agreement effective as of August 13, 1999
between Escalon Medical Corp. and Bausch & Lomb
Surgical, Inc.
2.2 Supply Agreement effective as of August 13, 1999 between
Escalon Medical Corp. and Bausch & Lomb Surgical, Inc.
2.3 News Release of the Registrant dated August 13, 1999.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ESCALON MEDICAL CORP.
Date: August 25, 1999 By: /s/ Richard J. DePiano
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Richard J. DePiano,
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Document
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2.1 Termination Agreement effective as of August 13, 1999
between Escalon Medical Corp. and Bausch & Lomb
Surgical, Inc.
2.2 Supply Agreement effective as of August 13, 1999
between Escalon Medical Corp. and Bausch & Lomb
Surgical, Inc.
2.3 News Release of the Registrant dated August 13, 1999.