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 17, 1999
MOLECULAR DEVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-27316 94-2914362
(Commission File No.) (IRS Employer Identification No.)
1311 Orleans Drive
Sunnyvale, California 94089
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 747-1700
1
This Current Report on Form 8-K contains forward looking statements
that involve risks and uncertainties relating to the acquisition by Molecular
Devices Corporation, a Delaware corporation ("Molecular Devices"), of Skatron
Instruments AS, a Norwegian company ("Skatron"), and certain of the assets of
Skatron Instruments, Inc. a Virginia corporation and former subsidiary of
Skatron, including the risks: inherent in acquiring a company in Skatron's
industry (e.g. assumption of known and unknown liabilities, including
environmental liabilities); that the synergies expected to result from the
acquisition described below might not occur as anticipated; the risk that
integration of the companies will be difficult; 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 Molecular Devices and risks relating to investing in
Molecular Devices, refer to Molecular Devices's most recent report on Form 10-K.
Item 2. Acquisition or Disposition of Assets.
On May 17, 1999, Molecular Devices acquired Skatron by the acquisition
of all of the outstanding capital stock of Skatron from Helge Skare, Wiel Skare,
Steinar Faanes and Sten Skare, each an individual resident in Norway
(collectively, the "Sellers"), and acquired certain assets (accounts receivable
and inventory) from Skatron Instruments, Inc. The acquisition was accomplished
pursuant to a Stock and Asset Purchase Agreement dated as of May 17, 1999,
between and among Molecular Devices, the Sellers, Skatron, and Skatron
Instruments, Inc. (the "Purchase Agreement"). In connection with the
acquisition, Molecular Devices paid $6,818,000 million in exchange for all of
the shares of Skatron capital stock outstanding on May 17, 1999. The purchase
prices were arrived at through arms-length negotiations, and was paid out of
internally generated funds. Of the amount paid for the shares of Skatron capital
stock, $600,000 is being held in escrow for six months to secure the obligations
of certain of the Sellers to indemnify Molecular Devices for any breaches of the
representations and warranties of those Sellers made in the Purchase Agreement.
The acquisition will be accounted for as a purchase.
Skatron, designs, develops, manufactures and markets a complete line of
microwell plate washers and other related tools, including cell harvesters,
focused on the drug discovery and high-throughput screening marketplace.
Molecular devices currently intends to maintain Skatron as a wholly-owned
subsidiary located in Norway and to have Skatron continue to conduct its
business as historically conducted.
A copy of the press release announcing the consummation of the
acquisition is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
2
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
Exhibit No. Description
----------- -----------
2.1 Stock and Asset Purchase Agreement, dated as of May 17, 1999,
among Molecular Devices Corporation, a Delaware corporation,
Helge Skare, Wiel Skare, Steinar Faanes and Sten Skare, each
an individual resident in Norway, Skatron Instruments AS, a
Norwegian company, and Skatron Instruments, Inc., a Virginia
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 17, 1999, among Molecular
Devices Corporation, a Delaware corporation, Helge Skare, Wiel
Skare and Greater Bay Trust Company, as Escrow Agent.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the consummation of the acquisition.
3
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.
MOLECULAR DEVICES CORPORATION
Dated: May 25 , 1999 By: /s/ Timothy H. Harkness
---------------------------------------
Timothy H. Harkness
Vice President of Finance
and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Stock and Asset Purchase Agreement, dated as of May 17, 1999,
among Molecular Devices Corporation, a Delaware corporation,
Helge Skare, Wiel Skare, Steinar Faanes and Sten Skare, each
an individual resident in Norway, Skatron Instruments AS, a
Norwegian company, and Skatron Instruments, Inc., a Virginia
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 17, 1999, among Molecular
Devices Corporation, a Delaware corporation, Helge Skare, Wiel
Skare and Greater Bay Trust Company, as Escrow Agent.
4.1 Reference is made to Exhibits 2.1 and 2.2.
99.1 Press release announcing the consummation of the acquisition.