Form 8-K Current Report
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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 June 7, 1996
(Date of earliest event reported)
Molecular Devices Corporation
(exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27316 94-2914362
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(Commission File Number) (IRS Employer Identification Number)
1311 Orleans Drive, Sunnyvale, California 94089
(Address of principal executive offices) (Zip Code)
(408) 747-1700
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On June 7, 1996 Molecular Devices Corporation (the "Company") acquired all of
the outstanding shares of common stock of NovelTech Systems, Inc. ("NovelTech")
for an aggregate purchase price of $4,500,000 in cash and stock pursuant to the
terms and conditions of a Stock Purchase Agreement dated June 7, 1996 (the
"Agreement") among the Company, NovelTech, and Brad Neagle and Kirk Schroeder
(the "Selling Shareholders"). The Agreement is filed herewith as Exhibit 2.1.
The Company issued a press release announcing the acquisition, which is filed
herewith as Exhibit 99.1.
The Selling Shareholders had no material relationship with the Company or any of
its respective officers, directors, associates of such officers or directors, or
affiliates prior to the transaction. Except for the historical information
contained herein, the material herein contains forward-looking statements that
involve risks and uncertainties as well as the other risks detailed from time to
time in the Company's SEC reports, including the Registration Statement on Form
S-1 (File No. 33-98926), as amended, the report on Form 10-K for the year ended
December 31, 1995 and the report on Form 10-Q for the quarter ended March 31,
1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements. At the time of this filing it is impracticable to
provide the required financial statements for NovelTech. The required
financial statements will be filed as an amendment to this report on Form
8-K as soon as practicable, but not later than 60 days after the date of
filing of this report with the Securities and Exchange Commission.
b) Pro Forma Financial Information. At the time of this filing it is
impracticable to file the required pro forma financial information. The
Company will file the required pro forma financial information as an
amendment to this report on Form 8-K as soon as practicable, but not
later than 60 days after the date of filing of this report with the
Securities and Exchange Commission.
c) Exhibits.
2.1 Stock Purchase Agreement dated June 7, 1996, among Molecular
Devices Corporation, NovelTech Systems, Inc., and Brad Neagle
and Kirk Schroeder (with Exhibit A, Certain Definitions)(1)
99.1 Press release dated June 10, 1996
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Molecular Devices Corporation
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(Registrant)
By Andrew Galligan
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Signature
Date June 21, 1996
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(1) Remaining exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company hereby undertakes to furnish supplementary copies of any of the omitted
exhibits upon request of the Commission.
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Sequential
Number Description
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2.1 Stock Purchase Agreement dated June 7, 1996, among Molecular
Devices Corporation, NovelTech Systems, Inc., and Brad Neagle
and Kirk Schroeder (with Exhibit A, Certain Definitions)(1)
99.1 Press release dated June 10, 1996
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(1) Remaining exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company hereby undertakes to furnish supplementary copies of any of the omitted
exhibits upon request of the Commission.