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): December 16, 1997
-----------------
TSENG LABS, INC.
-----------------------------------------------
(Exact Name of Registrant Specified in Charter)
Utah 0-13502 87-0391229
--------------- ---------------- ----------------
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
18 W. Airy Street
Norristown, Pennsylvania 19401
- ----------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 313-9388
6 Terry Drive
Newtown, Pennsylvania 18940
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On December 16, 1997, the Registrant entered into an Asset Purchase
Agreement with ATI Research, Inc. ("ATI"), a wholly owned subsidiary of ATI
Technologies, Inc., pursuant to which the Registrant sold to ATI various assets
including computer design automation tools and related software, furniture,
fixtures, office equipment and certain rights to intellectual property of the
Registrant. The purchase price for the transaction was $3,023,000, $500,000 of
which was placed in escrow to cover the indemnification obligations of the
Registrant under the Asset Purchase Agreement. In addition, ATI assumed certain
employee incentive payments in the aggregate amount of approximately $680,000
and agreed to lease the Registrant's Newtown, Pennsylvania facility (for
approximately $330,000 per annum) for at least three years, with renewal options
through 2007. The purchase price was reached through arms-length negotiations
between the parties. There is no material relationship between the Registrant
and ATI.
Item 5. Other Events.
On December 22, 1997, the Registrant purchased 4,000,000 shares of its
common stock, $.005 par value (the "Common Stock"), from Jack Tseng in a
negotiated private transaction valued at $5,200,000, or $1.30 per share. Mr.
Tseng is a founder of the Registrant, a former director of the Registrant and
its former Chairman and President. Mr. Tseng resigned from the aforementioned
positions on November 11, 1997. Mr. Tseng and his family remain investors in the
Registrant with total holdings of 1,374,000 shares of Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
-------------- -----------
10.1 Asset Purchase Agreement between Registrant and ATI
Research, Inc. dated as of December 16, 1997.
SIGNATURE
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.
TSENG LABS, INC.
(Registrant)
By /s/ Mark H. Karsch
-----------------------------------
Mark H. Karsch
Senior Vice President and Chief
Financial Officer
Dated: February ___, 1998