SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A-1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1996
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IBAH, Inc.
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(Exact name of registrant specified in Charter)
Delaware 0-19892 52-1670189
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
Four Valley Square
512 Township Line Road
Blue Bell, Pennsylvania 19422
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (215) 283-0770
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(Former name and former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
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The information contained in this Form 8-K/A-1 amends and supersedes in its
entirety the information contained in the Company's Form 8-K that was filed with
the Securities and Exchange Commission on October 9, 1996.
On October 1, 1996, IBAH, Inc. (the "Company"), through its subsidiary,
IBAH Acquisition Company, a Delaware corporation and wholly-owned subsidiary of
the Company ("Acquisition"), acquired HGB, Inc. ("HGB") through a merger of HGB
with and into Acquisition, pursuant to an Agreement and Plan of Merger, dated
October 1, 1996 (the "Merger Agreement"), which is filed as Exhibit 2.1 hereto.
The aggregate consideration paid to the shareholders of HGB consisted of
$14,000,000 in cash and 2,720,000 shares of common stock of the Company.
HGB, which does business under the name "The Hardardt Group," provides
comprehensive clinical research and development services to complement the
research and development of other companies in the pharmaceutical,
biotechnology, medical device and diagnostics industries.
Upon consummation of the merger, Judith L. Hardardt and Sherrin H. Baky,
former shareholders and executive officers of HGB, became executive vice
presidents of the Company. Additionally, as of October 1, 1996, Douglas Reed,
M.D. resigned his seat on the Board of Directors of the Company and, pursuant to
the terms of the Merger Agreement, Ms. Hardardt was elected to replace Dr. Reed.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of IBAH.
To be filed on Form 8-K/A as soon as practicable, but not later than
60 days after this Form 8-K is filed.
(b) Pro Forma Financial Information (Unaudited).
To be filed on Form 8-K/A as soon as practicable, but not later than 60
days after this Form 8-K is filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated October 1, 1996, among IBAH,
Inc., IBAH Acquisition Company, HGB, Inc. and the Stockholders of HGB, Inc.
99.1 Press Release dated September 30, 1996.
SIGNATURE
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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 hereunto duly authorized.
IBAH, INC.
(Registrant)
By: /s/Geraldine A. Henwood
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Geraldine A. Henwood
Chief Executive Officer &
President
Dated: October 16, 1996
Exhibit Index
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Exhibit
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2.1 Agreement and Plan of Merger, dated October 1,
1996 among IBAH, Inc., IBAH Acquisition Company,
HGB, Inc. and the Stockholders of HGB, Inc.
99.1 Press Release dated September 30, 1996.