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) July 23, 1999
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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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FORM 8-K
July 23, 1999
Item Page
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Item 2. Acquisition of or Disposal of Assets 1
Item 7. Financial Statements and Exhibits 2
Signature 3
Exhibits 4
Item 2: Acquisition of or Disposal of Assets
On July 23, 1999, Hemagen Diagnostics, Inc. (the "Company") sold all of the
outstanding stock of its wholly owned subsidiary Cellular Products, Inc.
("CPI") located in Buffalo, New York, to ZeptoMetrix Corporation, a company
created by two of CPI's senior managers for the purpose of purchasing CPI.
The purchase price was $800,000 cash. This price was negotiated as an arms
length transaction.
CPI, a viral lysate manufacturer, also markets a line of research and
development products. CPI will continue to supply Hemagen with any
necessary raw materials.
All other information required by Item 2 is set forth in the Stock Purchase
Agreement filed as Exhibit 2.1 hereto and the registrant's press releases
filed as Exhibits 20.1 and 20.2 hereto and is incorporated herein by this
reference.
Item 7. Financial Statements and Exhibits
a. Pro Forma Financial Information for the Registrant and
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Cellular Products, Inc.
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Condensed Pro Forma Financial Statements (Unaudited) F1
Pro Forma Condensed Balance Sheet, as of March 31, 1999
(Unaudited) F2
Pro Forma Condensed Statement of Operations, Fiscal
Year Ended September 30, 1998 (Unaudited) F3
Pro Forma Condensed Statement of Operations, Six Months
ended March 31, 1999 (Unaudited) F4
Notes to the Pro Forma Condensed Financial Statements
(Unaudited) F5
b. Exhibits
Exhibit
No. Title
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2.1 Stock sale agreement, dated as of July 19, 1999,
between ZeptoMetrix Corporation and Hemagen
Diagnostics, Inc.
20.1 Press Release of Hemagen Diagnostics, Inc., dated
July 19, 1999
20.2 Press Release of Hemagen Diagnostics, Inc., dated
July 23, 1999
On July 23, 1999, Hemagen Diagnostics, Inc. (the "Company") sold all of the
outstanding stock of its wholly owned subsidiary Cellular Products, Inc.
("CPI") located in Buffalo, New York, to ZeptoMetrix Corporation, a company
created by two of CPI's senior managers for the purpose of purchasing CPI.
The purchase price was $800,000 cash. This price was negotiated as an arms
length transaction.
The unaudited pro forma condensed balance sheet of Hemagen Diagnostics,
Inc. ("Hemagen") as of March 31, 1999 assumes the sale of Cellular
Products, Inc. ("CPI") occurred on that date.
The unaudited pro forma condensed statements of operations for the year
ended September 30, 1998 and the six months ended March 31, 1999 present
the results of operations as if the CPI sale had been consummated as of
October 1, 1997.
The unaudited pro forma condensed financial statements have been prepared
by Hemagen and all calculations have been made based upon assumptions
deemed appropriate. The disposal of CPI's assets and liabilities has been
presented as if they were sold on the dates indicated. As a result, the
actual effect of the CPI sale may differ from the pro forma effect
presented herein.
The unaudited pro forma financial information does not purport to be
indicative of the results of operations or the financial position which
would have actually been obtained if the sale had been consummated on the
dates indicated. In addition, the unaudited pro forma financial
information does not purport to be indicative of results of operations or
financial position which may be achieved in the future.
The unaudited pro forma financial information should be read in conjunction
with Hemagen's historical consolidated financial statements and notes
thereto contained in the 1998 Annual Report on Form 10-KSB and the
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999.
HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
AS OF March 31, 1999
(UNAUDITED)
Pro forma Adjustments
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Historical CPI(1) Other Pro forma
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Current Assets:
Cash and cash equivalents $ 93,486 $ - $ 800,000 (2) $ 893,486
Accounts receivable, net 2,544,922 161,952 - 2,382,970
Inventory 6,845,147 482,155 - 6,362,992
Prepaid expenses and other current assets 583,081 9,464 - 573,617
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Total current assets 10,066,636 653,571 800,000 10,213,065
Property and Equipment, net 4,197,331 288,992 - 3,908,339
Other Assets 1,357,809 15,350 - 1,342,459
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$15,621,776 $ 957,913 $ 800,000 $15,463,863
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Current Liabilities:
Accounts payable and accrued expenses $ 1,364,578 $ 175,353 $ 2,500 (2) $ 1,191,725
Customer deposits 752,121 - - 752,121
Deferred revenue 104,652 - - 104,652
Notes payable 2,220,085 - - 2,220,085
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Total current liabilities 4,441,436 175,353 2,500 4,268,583
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Subordinated note payable 1,113,772 - - 1,113,772
Intercompany advances - 370,875 370,875 (2) -
Stockholders' Equity:
Preferred stock - - - -
Common stock 78,519 1 1 (2) 78,519
Additional paid-in capital 13,440,947 538,590 538,590 (2) 13,440,947
Retained Earnings (deficit) (3,357,261) (126,906) (126,906)(2) (3,342,321)
14,940 (2)
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10,162,205 411,685 426,625 10,177,145
Receivable from stockholder (6,000) - - (6,000)
Treasury stock (89,637) - - (89,637)
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10,066,568 411,685 426,625 10,081,508
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$15,621,776 $ 957,913 $ 800,000 $15,463,863
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See Notes to Pro Forma Condensed Financial Statements.
HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
Pro forma Adjustments
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Historical CPI(3) Other Pro forma
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Sales $12,327,352 $1,261,627 $ 84,401(4) $11,150,126
Costs and expenses:
Cost of product sales 7,298,563 895,151 84,401(4) 6,487,813
Research and development 1,072,696 97,691 - 975,005
Selling, general and administrative 3,855,215 273,438 10,000(5) 3,591,777
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12,226,474 1,266,280 94,401 11,054,595
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Operating income (loss) 100,878 (4,653) (10,000) 95,531
Other expense, net (90,429) (1,016) - (89,413)
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Net Income (loss) $ 10,449 (5,669) (10,000) $ 6,118
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Net income per share (basic and dilutive) $ - $ -
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Weighted average number of common and
common equivalent shares outstanding
Basic 7,836,520 7,836,520
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Diluted 7,909,961 7,909,961
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See Notes to Pro Forma Condensed Financial Statements.
HEMAGEN DIAGNOSTICS, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
Pro forma Adjustments
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Historical CPI Other Pro forma
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Sales $8,257,502 $ 450,331 $23,566(4) $7,830,737
Costs and expenses:
Cost of product sales 5,100,718 363,023 23,566(4) 4,761,261
Research and development 646,765 91,939 - 554,826
Selling, general and administrative 2,251,678 144,608 5,000(5) 2,112,070
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7,999,161 599,570 28,566 7,428,157
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Operating income (loss) 258,341 (149,239) (5,000) 402,580
Other income (expense), net (250,948) 494 - (251,442)
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Net Income (loss) $ 7,393 (148,745) (5,000) $ 151,138
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Net income per share (basic and dilutive) $ - $ 0.02
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Weighted average number of common and
common equivalent shares outstanding
Basic 7,809,060 7,809,060
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Diluted 7,809,060 7,809,060
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See Notes to Pro Forma Condensed Financial Statements.
Hemagen Diagnostics, Inc. and Subsidiaries
Notes to Pro Forma Condensed Financial Statements
(Unaudited)
The pro forma adjustments to the consolidated balance sheet are as follows:
(1) To eliminate the assets and liabilities included in the balance
sheet of the Company's CPI business as of March 31, 1999
(2) To reflect the sale of Cellular Products, Inc. ("CPI") to
ZeptoMetrix Corporation.
Cash received at closing $800,000
Estimated costs of sale 2,500
Net assets sold 782,560
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Net gain on sale $ 14,940
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(3) To eliminate the operations of CPI for the entire period.
(4) To reflect inter-company sales from CPI to Hemagen Diagnostics,
Inc. at cost
(5) To reflect overhead allocation that would not have been
eliminated due to sale.
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.
Hemagen Diagnostics, Inc.
Dated August 6, 1999 By: /s/ Carl Franzblau, Ph.D.
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Carl Franzblau, Ph.D.
President and Chairman of
the Board of Directors