SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 1, 1996
HEMAGEN DIAGNOSTICS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Commission File Number: 1-11700
Delaware 04-2869857
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
34-40 Bear Hill Road, Waltham, Massachusetts 02154
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(Address of Principal Executive Offices) (Zip Code)
(617) 890-3766
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(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition of Assets
On November 1, 1996, Hemagen Diagnostics, Inc. through a wholly owned
subsidiary (the "Company") completed the purchase of substantially all the
assets of Cellular Products, Inc., now known as 872 Main Street Corporation
("CPI"). CPI is operating under the provisions of Chapter 11 of the United
States Bankruptcy Code. The sale of the assets by CPI was approved by the
Bankruptcy Court on October 3, 1996. CPI manufactures biotechnology
materials and assays for research and for the manufacture of clinical
diagnostic test kits. The Company plans to continue the manufacture of the
product line at the facility formally occupied by CPI in Buffalo, New York.
On November 1, 1996, the Company paid $400,000 in cash and issued an
unsecured promissory note to CPI (the "Note") in the amount $200,000. Under
the terms of the Note, the Company agreed to pay CPI $200,000 on or before
November 1, 1997. In addition to the cash and the Note, the Company assumed
approximately $70,000 of post-bankruptcy filing trade payables of CPI.
Item 7. Financial Statements and Exhibits
a. - b. The Company intends to file any required statements and pro forma
financial information as soon as practicable, but not later than 60 days
from the date that this report must be filed.
c. Exhibit
Exhibit
No. Title
2 Purchase and Sale Letter Agreement by and between
Hemagen Diagnostics, Inc. and Cellular Products,
Inc., now known as 872 Main Street Corporation,
dated August 23, 1996, as amended on August 29,
1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
HEMAGEN DIAGNOSTICS, INC.
By: /s/ Carl Franzblau
Carl Franzblau, President
Date: November 14, 1996