SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 9, 2001
ISOLYSER COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia
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(State or Other Jurisdiction of Incorporation)
0-24866 58-1746149
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(Commission File Number) (I.R.S. Employer Identification No.)
4320 International Boulevard, Norcross, Georgia 30093
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(Address of Principal Executive Offices (Zip Code)
(770) 806-9898
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(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On March 9, 2001, Microtek Medical, Inc. ("Microtek"), a wholly owned
subsidiary of Isolyser Company, Inc. ("Isolyser"), acquired from Deka Medical,
Inc. ("Deka"), substantially all of the assets (the "Drape Assets") of Deka used
or held for use in Deka's business of manufacturing, marketing and selling
drapes for medical equipment and patients. On February 9, 2001, Microtek
acquired from Deka substantially all of the assets (the "Clean-Op Assets") of
Deka used or held for use in Deka's business of manufacturing, marketing and
selling drapes and related supplies packaged as clean-op kits for surgical
procedures (the Drape Assets and the Clean-Op Assets, collectively, the
"Purchased Assets"). Deka is not an "affiliate" of Isolyser within the meaning
of the Securities Act of 1933, as amended. The purchase price paid for the
Purchased Assets was approximately $11.9 million, plus the assumption of certain
designated liabilities, subject to post-closing adjustment. The purchase price
was negotiated at arms' length.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired:
The required financial statements will be filed not more than
sixty days after the date this current report must be filed.
(b) Pro Forma Financial Information:
The required unaudited pro forma financial information will be
filed not more than sixty days after the date this current report must be filed.
(c) Exhibits:
2.1 Asset Purchase Agreement dated as of February 9, 2001, among
Microtek, Deka and certain stockholders of Deka.
2.2 First Amendment to Asset Purchase Agreement dated as of
February 23, 2001, among Microtek, Deka and certain
stockholders of Deka.
2.3 Second Amendment to Asset Purchase Agreement dated as of
March 9, 2001, among Microtek, Deka and certain stockholders
of Deka.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be duly signed on its behalf by the
undersigned hereunto duly authorized.
ISOLYSER COMPANY, INC.
By: /s/ R.G. Wilson
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R. G. Wilson, Chief Financial Officer
Dated: March 22, 2001
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