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): May 15, 1998
ISONICS CORPORATION
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
001-12531 77-0338561
(Commission File No.) (IRS Employer Identification No.)
4010 Moorpark Avenue, Suite 119
San Jose, California 95117
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 260-0155
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This Current Report on Form 8-K contains forward looking statements
that involve risks and uncertainties relating to the acquisition by Isonics
Corporation, a California corporation ("Isonics"), of International Process
Research Corporation, a Colorado corporation ("Interpro"), including the risks:
inherent in acquiring a company in Interpro's industry (e.g. assumption of known
and unknown liabilities, including environmental liabilites); that the synergies
expected to result from the acquisition described below might not occur as
anticipated; and that management's attention might be diverted from day-to-day
business activities. Actual results and developments may differ materially from
those described in this Current Report. For more information about Isonics and
risks relating to investing in Isonics, refer to Isonics's most recent reports
on Form 10-QSB and Registration Statement on Form SB-2, as amended, Registration
No. 333-13289.
Item 2. Acquisition or Disposition of Assets.
On May 15, 1998, Isonics acquired Interpro by the acquisition of all of
the outstanding capital stock of Interpro from Metallurgy International, Inc., a
Nevada corporation ("Metallurgy"). The acquisition was accomplished pursuant to
a Stock Purchase Agreement dated as of April 30, 1998, among Isonics, Metallurgy
and Interpro (the "Purchase Agreement"). In connection with the acquisition,
Isonics issued shares of its Common Stock in exchange for all of the shares of
Interpro capital stock outstanding on May 15, 1998. The purchase price was
arrived at through arms-length negotiations. The total number of shares of
Isonics Common Stock issued in connection with the acquisition was 353,982
shares. Of such shares, 176,991 shares are being held in escrow for one year to
secure the obligations of Metallurgy to indemnify Isonics for any breaches of
the representations and warranties of Metallurgy and Interpro made in the
Purchase Agreement. The acquisition will be accounted for as a purchase.
Interpro, which has been doing business as Colorado Minerals Research
Institute, is a contract research, process development, and materials processing
operation. Isonics currently intends to maintain Interpro as a wholly-owned
subsidiary and to have Interpro continue to conduct its business as historically
conducted.
A copy of the press release announcing the signing of the
Purchase Agreement is attached hereto as Exhibit 99.1 and incorporated by
reference herein. A copy of the press release announcing the consummation of the
acquisition is attached hereto as Exhibit 99.2 and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Registrant believes that it would be impractical to provide the
required financial statements at the time this Report on Form 8-K is filed. The
Registrant intends to file such financial information as an amendment to this
Form 8-K within 60 days of the date hereof.
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(b) Pro Forma Financial Information
The Registrant believes that it would be impractical to provide the
required pro forma financial information at the time this Report on Form 8-K is
filed. The Registrant intends to file such financial information as an amendment
to this Form 8-K within 60 days of the date hereof.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement, dated as of April 30, 1998, among
Isonics Corporation, a California corporation, Metallurgy
International, Inc., a Nevada corporation, and International
Process Research Corporation, a Colorado Corporation (the
Disclosure Schedule has been omitted as permitted pursuant to the
rules and regulations of the Securities and Exchange Commission
("SEC"), but will be furnished supplementally to the SEC upon
request).
2.2 Escrow Agreement, dated as of May 15, 1998, among Isonics
Corporation, a California corporation, Metallurgy International,
Inc., a Nevada corporation, Robert H. Cuttriss (as Agent), and
Colorado Business Bank, as Escrow Agent.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the execution of the Purchase Agreement.
99.2 Press release announcing the consummation of the acquisition.
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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.
ISONICS CORPORATION
Dated: May 26, 1998 By: /s/ James Alexander
-------------------------
James Alexander
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Stock Purchase Agreement, dated as of April 30, 1998, among
Isonics Corporation, a California corporation, Metallurgy
International, Inc., a Nevada corporation, and International
Process Research Corporation, a Colorado Corporation (the
Disclosure Schedule has been omitted as permitted pursuant to the
rules and regulations of the Securities and Exchange Commission
("SEC"), but will be furnished supplementally to the SEC upon
request).
2.2 Escrow Agreement, dated as of May 15, 1998, among Isonics
Corporation, a California corporation, Metallurgy International,
Inc., a Nevada corporation, Robert H. Cuttriss (as Agent), and
Colorado Business Bank, as Escrow Agent.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the execution of the Purchase Agreement.
99.2 Press release announcing the consummation of the acquisition.
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