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) September 1, 1998
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HEMAGEN DIAGNOSTICS, INC.
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(Exact name of Registrant as Specified in Charter)
Delaware 1-11700 04-2869857
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
34-40 Bear Hill Road, Waltham, MA 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 890-3766
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Item 2. Acquisition or Disposition of Assets.
On August 14, 1998, Hemagen Diagnostics, Inc. (the "Company")
entered into an Asset Purchase Agreement (the "Agreement") with
Dade Behring Inc. ("Dade"), for the purchase of certain assets
related to a product line sold under the tradename Analyst(R).
The transaction closed on September 1, 1998. The Analyst(R)
product line consists primarily of the Analyst bench top clinical
chemistry system and the related consumables which are used for
both human and veterinary medical diagnostic testing. The assets
included accounts receivable, inventory, equipment, and certain
intellectual property. The Company agreed to assume certain of
Dade's liabilities including accounts payable, service contracts
and warranty obligations. Pursuant to the Agreement and the
related documents executed by the parties, Dade will continue to
manufacture the products under a separate manufacturing agreement
for a period of up to thirty-six months while the Company
transitions the manufacturing operations to its facility located
in Columbia, Maryland. The Company intends to have the
instruments manufactured by Dade or some other suitable third
party for the foreseeable future.
Under the Agreement, at the closing of the transaction, the
Company paid $3,500,000 in cash and issued a non-interest bearing
promissory note to Dade (the "Note") in the amount of $1,250,000.
Under the terms of the Note, the Company agrees to pay Dade in
full on or before September 1, 2000. The Note is subject to
adjustment due to changes in the net current asset values of the
transferred assets. The Company has also agreed to pay Dade a
royalty on the sale of certain consumables for use with the
Analyst Instrument.
The Company financed the acquisition using $3,500,000 in proceeds
from a $5,000,000 revolving credit line from Bank Boston, N.A.,
which is secured by all the assets of the Company and its
subsidiaries.
All other information required by Item 2 is set forth in the
Asset Purchase Agreement filed as Exhibit 2.1 hereto, the
Amendment to the Asset Purchase Agreement filed as Exhibit 2.2
hereto and the registrant's press release filed as Exhibit 20.1
hereto, respectively, and is incorporated herein by this
reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this subsection will be
filed by amendment within 60 days after the date that this
Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this subsection
will be filed by amendment within 60 days after the date that
this Current Report on Form 8-K must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of August 14, 1998, between Dade
Behring Inc. and Hemagen Diagnostics, Inc. The schedules and exhibits
are omitted. The schedules and exhibits are listed in the table of
contents to the Asset Purchase Agreement and the table briefly
identifies the contents of all such omitted schedules and exhibits.
The Company agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request.
2.2 Amendment to Asset Purchase Agreement
20.1 Press Release of Hemagen Diagnostics, Inc., dated September 2, 1998.
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 authorized.
HEMAGEN DIAGNOSTICS, INC.
Dated September 15, 1998 By /s/ Carl Franzblau
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Carl Franzblau, Ph.D.
President and Chairman
of the Board of Directors
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated as of August 14, 1998, between Dade
Behring Inc. and Hemagen Diagnostics, Inc.
2.2 Amendment to Asset Purchase Agreement, dated as of August 31, 1998,
between Dade Behring Inc. and Hemagen Diagnostics, Inc.
20.1 Press Release of Hemagen Diagnostics, Inc., dated September 2, 1998.