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): July 1, 1998
Techne Corporation
(Exact Name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-17272 41-1427402
(Commission File Number) (I.R.S. Employer Identification Number)
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
(Address of Principal Executive Offices) (Zip Code)
(612) 379-8854
(Registrant's Telephone Number, Including Area Coda)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On July 1, 1998, Techne Corporation (the "Registrant") acquired the
primary assets and assumed certain liabilities of the research products business
of Genzyme Corporation. The purchase price consisted of $24,760,000 cash,
987,206 shares of Common Stock of the Registrant valued at $17.2203 per share,
and royalties payable over the next five years on the Registrant's biotechnology
group sales.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
It is impracticable to provide, at the time this Report is
being filed, the required financial statements for the
business acquired. Such financial statements will be filed by
amendment to this Report within 60 days of the due date of
this Report.
(b) Pro Forma Financial Information:
It is impracticable to provide, at the time this Report is
being filed, the required pro forma financial information of
the business acquired. Such pro forma financial information
will be filed by amendment to this Report within 60 days of
the due date of this Report.
(c) Exhibits:
2.1 Purchase and Sale Agreement dated as of June 22, 1998
among Techne Corporation, Research and Diagnostic
Systems, Inc. and Genzyme Corporation. Pursuant to
Item 601(b)(2) of Regulation S-K, and subject to
claims of confidentiality pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, upon the
request of the Commission the Registrant undertakes
to furnish supplementally to the Commission a copy of
any schedule or exhibit to the Purchase and Sale
Agreement described as follows:
Schedule 1.2(b) Inventory
Schedule 1.2(c)(A) Technology
Schedule 1.2(c)(B) Technology Rights Retained
Schedule 1.2(d) Customer, Supplier and Other Mailing Lists
Schedule 1.2(e) Trademarks and Trademark Applications
Schedule 1.2(f) Dealer and Distributor Agreements
Schedule 1.2(g) 800 Phone Numbers
Schedule 1.2(i) Agreements with Vendors
Schedule 1.2(j) Standard Cost of Genzyme Products
Schedule 1.2(k) Licenses
Schedule 1.2(l) Marketing Studies and Plans
Schedule 1.2(o) Products in Development
Schedule 1.2(p) Equipment
Schedule 1.2(q) Open Purchase Orders
Schedule 1.2(r) Websites
Schedule 1.4 Closing Agenda
Schedule 1.5A Assumed Liabilities
Schedule 1.5B Additional Assumed Liabilities
Schedule 1.9 Schedule for Transfer
Schedule 1.11 Definitions
Schedule 2.2A Liens
Schedule 2.2B Continuing Liens
Schedule 2.6 Product Liability Claims and Threats
Schedule 2.8 Product List
Schedule 2.9 Warranty Policies
Schedule 2.14 Financial Information
Schedule 2.15 Material Adverse Changes
Schedule 2.16 Product Recalls
Schedule 2.19 Product Specifications
Schedule 3.3 Techne Capitalization
Schedule 3.7 Techne Litigation
Exhibit 6.9 Opinion of Counsel for Genzyme
Exhibit 7.5 Opinion of Counsel for Techne and R&D
Section 8.1 Royalty
Exhibit 11.5 R&D's Confidentiality Agreement
Exhibit 11.6 Genzyme's Confidentiality Agreement
Schedule 13.1 Licensed Trademarks
Schedule 13.5 Territory for Extended Trademark License
99.1 Stockholder's Rights Agreement
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.
TECHNE CORPORATION
Date: July 16, 1998 By /s/ Thomas E. Oland
Thomas E. Oland, President
EXHIBIT INDEX
to
July 1, 1998 Form 8-K
Techne Corporation
Exhibit Number Exhibit Description
2.1 Purchase and Sale Agreement dated as of June 22, 1998 among
Techne Corporation, Research and Diagnostic Systems, Inc.
and Genzyme Corporation.
99.1 Stockholder's Rights Agreement