U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 16, 2003
AVITAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15695 06-1174053
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
65 Dan Road
Canton, Massachusetts 02021
(Address of Principal Executive Offices)
(781) 821-2440
(Issuer's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
On December 16, 2003, Avitar, Inc. ("Avitar") completed the sale of
substantially all the assets of its subsidiary, United States Drug Testing
Laboratories, Inc. ("USDTL"), for the total price of $1 million, of which
$500,000 was paid upon closing. Payment of the balance of the purchase price
will be required when the buyer achieves certain revenue targets. The buyer of
the assets is Nichols Laboratories, Inc. ("Nichols"), which is controlled by the
former President of USDTL. Nichols also acquired the name of USDTL and entered
into a Service and Consulting Agreement with Avitar. The terms of this
transaction were based upon arms-length negotiations between Avitar and Nichols.
Item 5. Other Events and Regulation FD Disclosure.
On November 6, 2003, Virotek LLC, ("Virotek") filed a complaint against Avitar
in the Circuit Court of the 19th Judicial Circuit in Lake County, Illinois.
Virotek, which is a former supplier to Avitar, asserted in its complaint that
Avitar repudiated an alleged agreement to purchase 2 million units of a rapid
test strip from Virotek and, as a result of such repudiation, Virotek is seeking
$4,007,782.00 in lost profits. Avitar believes that this lawsuit is baseless and
without legitimate grounds and accordingly intends to contest it vigorously.
Item 7. Financial Statements and Exhibits:
(b) Pro forma financial information, if required, will be filed by December 31,
2003 in regard to the transaction reported in Item 2.
(c) Exhibits.
(2.1)Asset Purchase Agreement, dated as of December 1, 2003, among Nichols,
USDTL and Avitar.
(10.1) Service and Consulting Agreement, dated as of December 9, 2003, made by
and between Nichols and Avitar.
(99.1) Press Release Issued on December 16, 2003
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.
Avitar, Inc.
(Registrant)
Date December 16, 2003 /s/ Jay Leatherman, CFO
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(Signature)