SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 26, 1999
STRATEGIC DIAGNOSTICS INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-68440 56-1581761
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
111 Pencader Drive
Newark, Delaware 19702
(Address of principal executive offices)
(302) 456-6789
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
(a) On February 26, 1999, Strategic Diagnostics Inc. (the "Company")
acquired all of the outstanding capital stock of HTI Bio-Products, Inc. ("HTI")
pursuant to a Stock Purchase Agreement among the Company and Robert J. Harman,
Michael M. Dale, Eric S. Bean and Sean Boyd (collectively, the "Sellers"). The
aggregate consideration paid by the Company was determined pursuant to arms'
length negotiations and consisted of approximately $8.1 million in cash and
556,286 shares of the Company's Series B Convertible Preferred Stock, which
shares are convertible on a 1-for-1 basis into shares of the Company's Common
Stock at any time at the option of the holder, and at the option of the Company
when the closing price of the Company's Common Stock exceeds $3.50 per share
for a period of 10 days, and are entitled to a cumulative annual cash dividend
of $0.175 and a liquidation preference. The Company also assumed approximately
$100,000 in long term debt. In addition, the Company is obligated to pay to the
Sellers an earn-out based on a percentage of the net sales of certain products
over the next three years, not to exceed $3 million. The Company's primary
source for the funds used to consummate the transaction was a loan from First
Union National Bank in the amount of $6 million, with the balance coming from
the Company's cash reserves.
The Company is not aware of any material relationship that
existed prior to the transaction between the Company and its officers and
directors, on the one hand, and HTI and/or the Sellers, on the other hand.
(b) The assets of HTI acquired as a result of the transaction include
animal facilities, laboratories, customer lists, cash, accounts receivable,
inventories and other equipment used by HTI to manufacture custom and
proprietary antibodies and biochemicals. The Company intends to utilize these
assets to continue the business of HTI substantially as conducted prior to the
transaction except for certain activities already conducted by the Company and
its subsidiaries such as monoclonal processing, accounting, human resources,
selling and general administration, which will be integrated and which the
Company expects will result in efficiencies and cash savings.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Financial information that is required to be filed pursuant to
instruction (a) of Item 7 shall be filed not later than 75
days after February 26, 1999.
(b) Pro Forma Financial Information.
Pro Forma financial information that is required to be filed
pursuant to instruction (b) of Item 7 shall be filed not later
than 75 days after February 26, 1999.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of February 25, 1999 by and among
Strategic Diagnostics Inc. and Robert J. Harman, Michael M. Dale,
Eric S. Bean and Sean Boyd.
4.1 Certificate of the Powers, Designations, Preferences and Rights of
the Series B Convertible Preferred Stock of the Company filed with
the Secretary of State of the State of Delaware on February 26,
1999.
10.1 Loan and Security Agreement, dated February 26, 1999, among the
Company, TSD Bioservices, Inc. and First Union National Bank.
10.2 Promissory Note in the amount of $6 million, dated February 26,
1999, payable to First Union National Bank.
99 Press Release dated March 1, 1999.
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.
STRATEGIC DIAGNOSTICS INC.
Date: March 15, 1999 By: /s/ Arthur A. Koch, Jr.
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Name: Arthur A. Koch, Jr.
Title: Vice President - Finance and
Chief Operating Officer
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Stock Purchase Agreement dated as of February 25, 1999 by and among
Strategic Diagnostics Inc. and Robert J. Harman, Michael M. Dale,
Eric S. Bean and Sean Boyd.
4.1 Certificate of the Powers, Designations, Preferences and Rights of the
Series B Convertible Preferred Stock of the Company filed with the
Secretary of State of the State of Delaware on February 26, 1999.
10.1 Loan and Security Agreement, dated February 26, 1999, among the
Company, TSD Bioservices, Inc. and First Union National Bank.
10.2 Promissory Note in the amount of $6 million, dated February 26, 1999,
payable to First Union National Bank.
99 Press Release dated March 1, 1999.