SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 1995
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SPECTRUM LABORATORIES, INC.
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(Exact name of Registrant as specified in its charter)
California 0-9478 95-3557359
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
23022 La Cadena Drive, Laguna Hills, California 92653
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 581-3880
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On October 1, 1996, SLI Acquisition Corp. (ASLI@), a wholly
owned subsidiary of Spectrum Laboratories, Inc. (the ACompany@) entered into an
Asset Purchase Agreement with Cellco Incorporated, a Delaware corporation
(ACellco@). Pursuant to the Agreement the Company invested $500,000, $250,000 in
cash at closing, $250,000 by executing and delivering a promissory note due
April 1, 1997. The Agreement provides that the preferred shareholders of SLI
have the right to put their stock to SLI at any time from October 1, 2000 to
September 30, 2001 for a price of $2,000,000. The Preferred Shareholders of SLI
also have the right to exchange their shares for 7 to 10 percent of the combined
company in the event the Company is combined with SLI and Spectrum Medical
Industries and the combined company completes an underwritten public offering.
The closing occurred on November 15, 1996 after Cellco entered into a new
arrangement with its landlord.
Cellco is engaged in the field of cellular and immune therapy
research and public development. Membranes produced by the Company are used by
Cellco.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Business Acquired.
It is impracticable for the Company to provide the required
financial statements on the date this report is being filed. The Company intends
to file the required financial statements under cover of Form 8-K/A as soon as
practicable, but not later than 60 days after the date this report must have
been filed.
b. Pro Forma Financial Information.
It is impracticable for the Company to provide the required pro
forma financial information on the date this report is being filed. The Company
intends to file the required financial statements under cover of Form 8-K/A as
soon as practicable, but no later than 60 days after the date this report must
have been filed.
c. Exhibits.
2. Asset Purchase Agreement dated October 1, 1996 by and among
Cellco Incorporated, Spectrum Laboratories, Inc. and SLI Acquisition Corp.
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SIGNATURES
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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 thereunto duly authorized.
SPECTRUM LABORATORIES, INC.
Date: November 15, 1995 By: /s/ Roy T. Eddleman
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Roy T. Eddleman
President and Chief Executive Officer
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