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): DECEMBER 8, 2000
------------------------------
QUIDEL CORPORATION
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-10961 94-2573850
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
10165 McKellar Court
San Diego, Ca 92121
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 552-1100
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On December 8, 2000, Quidel Corporation ("Quidel") completed its
acquisition of Litmus Concept's, Inc. ("Litmus"), a privately held in-vitro
diagnostics company focused on the development and manufacture of diagnostic
products for the women's health market. As consideration for the acquisition
of Litmus, Quidel issued approximately 3,250,000 shares of its common stock
to Litmus shareholders and certain optionholders for an aggregate purchase
price of approximately $17,500,000, which is based on a value of $5.375 per
share of Quidel common stock. Also, in conjunction with the acquisition,
Quidel paid $1,000,000 to one of the preferred shareholders of Litmus, for
rights to co-exclusively license Litmus products within the United States and
Canada.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Quidel Corporation will provide financial statements and
pro forma financial information not later than 60 days after the date that
this Form 8-K is filed.
(c) Pursuant to General Instruction F of Form 8-K, the
following documents are incorporated by reference herein and attached as an
exhibit hereto:
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger dated as of October 30,
2000, among Litmus Concepts, Inc., Quidel Corporation,
and Litmus Acquisition Corporation, as amended by that
certain Amendment dated as of December 7, 2000.
99.1 Quidel Corporation press release of October 31, 2000,
regarding the signing of a definitive agreement to
acquire Litmus Concepts, Inc.
99.2 Quidel Corporation press release of December 11, 2000,
regarding the completion of the acquisition of Litmus
Concepts, Inc.
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.
Quidel Corporation
(Registrant)
Date: December 22, 2000 By: /s/ CHARLES J. CASHION
-----------------------------------
(Signature)
Name: Charles J. Cashion
Title: Senior Vice President,
Corporate Operations,
Chief Fianacial Officer and
Secretary
QUIDEL CORPORATION
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
2.1 Agreement and Plan of Merger dated as of October 30, 2000, among
Litmus Concepts, Inc., Quidel Corporation, and Litmus
Acquisition Corporation, as amended by that certain Amendment
dated as of December 7, 2000.
99.1 Quidel Corporation press release of October 31, 2000, regarding
the signing of a definitive agreement to acquire Litmus
Concepts, Inc.
99.2 Quidel Corporation press release of December 11, 2000, regarding
the completion of the acquisition of Litmus Concepts, Inc.