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
June 26, 1997
-------------
Date of Report (Date of earliest event reported)
Hach Company
-------------------
(Exact name of registrant as specified in its charter)
Delaware 0-3947 42-0704420
----------- ----------- -------------
(State of incorporation) (Commission (IRS Employer
File No.) Identification No.)
5600 Lindbergh Drive, Loveland, Colorado 80537
----------------------------------------------
(Address of principal executive offices) (Zip code)
(303) 669-3050
-----------------------------------------
Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS.
PURCHASE OF THE LAWTER BLOCK. On June 26, 1997, the Company entered into a
Purchase and Standstill Agreement and Mutual Release dated as of June 26, 1997
(the "Purchase Agreement") pursuant to which the Company will purchase the
3,157,220 shares of the Company's Common Stock held by Lawter International,
Inc. ("Lawter"), representing approximately 27.38% of the issued and outstanding
Common Stock of the Company (the "Lawter Block"), for a purchase price of $19.00
per share. The Company will use approximately $25 million to $30 million of
cash on hand, together with bank borrowings to fund the $59,987,180 aggregate
purchase price required by the Purchase Agreement.
The Purchase Agreement provides that, if prior to September 30, 1998, there
is a transaction which results in a change in control of the Company in which
the stockholders of the Company receive more than $19.00 per share for their
common stock, the Company will pay Lawter an adjustment amount equal to the
product of the difference in such prices times 3,157,220. Lawter has agreed that
it will not acquire, directly or indirectly, any securities of the Company (or
assist others in such regard) for a period of ten years following the completion
of the purchase of the Lawter Block by the Company.
The purchase of the Lawter Block is to be completed on July 8, 1997.
After the purchase of the Lawter Block is completed by the Company,
approximately 8.2 million shares of the Company's Common Stock will remain
issued and outstanding and approximately 16.8 million shares of Common Stock
will then be available for issuance by the Company.
The foregoing description of the Purchase Agreement is qualified in its
entirety by reference to the text of the Purchase Agreement which is attached as
an exhibit to this report and is incorporated herein by reference.
POSTPONEMENT OF PRESENTATION OF DUAL CLASS AMENDMENT TO STOCKHOLDERS. The
Company has determined to postpone consideration by its stockholders of a
proposed Amendment to the Company's Restated Certificate of Incorporation to
create a new class of non-voting common stock until the Company's Annual Meeting
of Stockholders to be held September 9, 1997. Consequently, the Company has
cancelled the special meeting of stockholders which had been previously
scheduled for July 23, 1997 to consider the Amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Purchase and Standstill Agreement and Mutual Release dated as of June
26, 1997 by and between the Company and Lawter International, Inc.
99.1 Press Release
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
HACH COMPANY
Date: June 26, 1997 By: /s/ Bruce J. Hach
----------------------------
Bruce J. Hach, President
-3-
EXHIBIT INDEX
SEQUENTIAL
NUMBER AND DESCRIPTION OF EXHIBIT PAGE NUMBER
10.1 Purchase and Standstill Agreement and Mutual Release dated as
of June 26, 1997 by and between the Company and Lawter
International, Inc.
99.1 Press Release dated June 26, 1997
-4-