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 5, 2007
SERACARE LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
California 0-33045 33-0056054
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
375 West Street, West Bridgewater, MA 02379
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 580-1900
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8.01. Other Events
As previously reported, on March 22, 2006, SeraCare Life Sciences, Inc., a
California corporation (the "Company"), filed a voluntary petition for
reorganization under chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of California (the
"Bankruptcy Court").
On January 5, 2007, the Company filed a Motion for Order Approving the: (1)
Sale of Certain Assets, Free and Clear of Liens, Claims and Interests; (2)
Assumption and Assignment of Certain Executory Contracts; and (3) Rejection of
Certain Executory Contracts (the "Motion") with the Bankruptcy Court. The Motion
requests Bankruptcy Court approval of the proposed sale to BioServe
Biotechnologies, Ltd. ("Bioserve") of certain assets principally used in the
business the Company acquired from Genomics Collaborative, Inc., which involves
the sale of human clinical specimens and their accompanying medical information
for use in drug discovery (the "Business") and the assumption of certain limited
liabilities of the Business by Bioserve. The Company proposes to enter into an
asset purchase agreement with Bioserve containing the terms and conditions of
the sale, a draft of which in substantially final form was filed with the
Bankruptcy Court with the Motion. The Business has historically sustained annual
operating losses, and the Company has determined that it would benefit from the
sale of the Business. The proposed consideration consists of $2,000,000 cash,
subject to reduction for inventory adjustments, and a 7.5% royalty on net sales
of Bioserve related to the Business for five years. The Motion also requests
approval for the Company to assume and assign to Bioserve, or to reject its
interest in, certain contracts associated with the Business.
The Company's bankruptcy case is No. 06-00510-LA11 (the "Bankruptcy Case").
Documents filed in connection with the Bankruptcy Case are accessible at the
Bankruptcy Court's Internet site, www.casb.uscourts.gov, through an account
obtained from Pacer Service Center at 1-800-676-6856. The information set forth
on the Bankruptcy Court's Internet site shall not be deemed to be a part of or
incorporated by reference into this Current Report on Form 8-K.
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 hereunto duly authorized.
Date: January 8, 2007 SERACARE LIFE SCIENCES, INC.
By: /s/ Gregory A. Gould
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Gregory A. Gould
Chief Financial Officer