UNITED STATES
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): December 7, 1999
QUIDEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-10961 94-2573850
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
10165 McKeller Court
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 552-1100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, Quidel Corporation entered into an Asset Sale
Agreement dated as of November 26, 1999 with Dade Behring Marburg GmbH, (Dade
Behring"), a German corporation, for the purchase of Dade Behring's
Rapignost-Registered Trademark- Urine Test Strip Business. The asset purchase
closed on December 7, 1999, effective as of November 30, 1999.
The purchase price was US $5,750,000, payable US $5,000,000 at Closing,
US $500,000 twelve months later and US $250,000 payable twenty-four months after
Closing upon successful completion of certain milestones defined in the
Transitional Manufacturing Assistance Agreement between the parties. In addition
to the aggregate purchase price for the assets, Quidel agreed to pay Dade
Behring a percentage of the combined global sales of Rapignost for five years
after the Closing, up to a maximum of US $3,000,000. The funds used for the
purchase price payment at closing came from Quidel's existing line of credit
with the Bank of America.
The acquired assets include: Dade Behring's inventory of Rapignost test
strips, product manufacturing equipment, information and know-how, trademarks,
vendor and customer contracts, distributor agreements, and assignments of
certain license agreements. Pursuant to the terms of the Transitional
Manufacturing and Transfer Assistance Agreement, Dade Behring will continue to
manufacture Rapignost for Quidel for up to two years after closing.
The Rapignost test fits into Quidel's existing product line,
distribution system and strategic direction. Quidel believes that Rapignost will
add to Quidel's sales at lower cost than introducing a new product.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS.
10.5 Form of Asset Sale Agreement - Rapignost-Registered Trademark-
Urine Strip Business
The Schedules and Exhibits to the Asset Purchase Agreement are omitted
from this filing in accordance with Item 601(b)(2) of Regulation S-K. Quidel
agrees to supply any omitted Schedule or Exhibit to the Commission upon receipt
of a request by the Commission, subject to a reservation of its right to request
confidential treatment as to certain information under the Freedom of
Information Act, Privacy Act and the Commission's confidential treatment rules
at the time.
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The omitted Schedules are captioned:
Schedule 1.1.1 Machinery and Equipment List UTS Business Marburg
Schedule 1.1.2 Inventory
Schedule 1.1.6 Product Registrations
Schedule 3.1.4 Litigation Claims
Schedule 3.1.6 Violations of Applicable Laws
Schedule 3.1.7 Contracts Material to the Operation of the
Business Which Require Third Party
Consents or Approvals
Schedule 3.1.8 Contracts Requiring Consent for Assignment
Schedule 5.1 Allocation of Purchase Price
In addition to the Schedules, there are four Exhibits to the Asset Sale
Agreement:
Exhibit A - Form of Proprietary Rights Agreement
Exhibit B - Form of Transitional Manufacturing and Transfer Assistance
Agreement
Exhibit C - Form of Distribution Agreement
Exhibit D - Form of Lease Agreement
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SIGNATURE
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
Date: December 15, 1999 By: /s/ CHARLES J. CASHION
---------------------------------
Charles J. Cashion
Senior Vice President,
Corporate Operations,
Chief Financial Officer and
Secretary
EXHIBIT INDEX
Exhibit
Number Description
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10.5 Asset Sale Agreement - Rapignost-Registered Trademark-Urine
Test Strip Business
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