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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1995
PERSONAL DIAGNOSTICS, INCORPORATED
(Exact name of registrant as specified in its charter)
New Jersey 0-10128 22-2325136
(State or other jurisdiction Commission File Number IRS Employer
of incorporation) Identification No.
3 Entin Road, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 952-9000
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 15, 1995 Personal Diagnostics, Incorporated (the "Company")
completed the sale of all of its manufacturing assets to EBI Medical
Systems, Inc., ("EBI"), a subsidiary of Biomet, Inc., pursuant to the
terms of an Asset Purchase Agreement dated March 17, 1995 between the
Company and EBI. The assets sold by the Company consisted of the
land, building and improvements comprising the Company's executive
offices and manufacturing facility located at 3 Entin Road,
Parsippany, New Jersey and all the Company's manufacturing equipment
and machinery defined in the Asset Purchase Agreement including
miscellaneous office equipment and manufacturing-related items
(collectively, the "Purchased Assets"). The Company received the
balance of the $4,400,000 purchase price for the Purchased Assets at
the Closing, $500,000 of which had been deposited with the Company by
EBI upon the execution of a Letter of Intent dated January 31, 1995
between the parties. The parties did not rely on a formal valuation
of the Purchased Assets in determining the purchase price. The
Company's Board and Management assessed the fairness of the $4,400,000
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purchase price based on their knowledge of local real estate values
resulting from the fairly recent acquisition of its principal
executive offices and the costs of capital improvements, as well as
their familiarity with the sales price of similar neighboring
properties and informal real estate appraisals received by the Board
prior to the execution of the Letter of Intent with EBI.
Additionally, the Board relied upon substantial knowledge as to the
value of the Company's machinery, equipment and related assets as a
result of their efforts to modernize the Company's premises and
operations during which time Management actively bought and sold new
and used manufacturing equipment. No relationship existed between the
Company, EBI or any of their respective affiliates, directors or
officers, prior to the execution of the Letter of Intent outlining the
terms of the proposed asset purchase transaction.
As a result of this transaction, the Company is no longer engaged in
contract manufacturing. The Company is actively considering and
assessing alternative acquisition and/or merger transactions whereby
its shareholders may benefit by owning an interest in a viable
enterprise. The focus of the Company's efforts will be to acquire or
develop an operating business. In the immediate future, the Company
will have limited or no operations and its income, if any, will be
derived from interest payments and investments in securities. No
assurance can be given that the Company will be successful in
identifying a suitable merger or acquisition candidate or that it will
conclude a proposed merger or acquisition transaction.
The Company has given effect to the discontinuance of its operations
as of January 1, 1995, which is reflected in its historical financial
statements for the fiscal quarter ended March 31, 1995 as filed on
Form 10-Q with the Securities and Exchange Commission on May 15, 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
N/A
(b) Pro Forma Financial Information.
The Pro Forma financial information required to be provided
pursuant to this item is hereby incorporated by reference to
the Company's Proxy Statement dated April 4, 1995, relating to
its 1995 Annual Meeting of Shareholders, as provided under the
section entitled "Pro Forma Financial Information of the
Company" commencing on page 20 thereof (a copy of which is
attached hereto as an Exhibit to this report).
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(c) Exhibits.
2.1 Asset Purchase Agreement dated March 17, 1995 between the
Company and EBI Medical Systems, Inc.
20.1 Proxy Statement dated April 4, 1995 relating to the Company's
1995 Annual Meeting of Shareholders.*
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*Incorporated by reference to the Company's Proxy Statement as filed with the
Commission on April 6, 1995.
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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.
PERSONAL DIAGNOSTICS, INCORPORATED
Dated: May 25, 1995 By: /s/ John H. Michael
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John H. Michael, Chairman
President and Chief Executive Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement dated March 17, 1995 between the Company and
EBI Medical Systems,Inc.
20.1 Proxy Statement dated April 4, 1995 relating to the Company's 1995
Annual Meeting of Shareholders.*
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Incorporated by reference to the Company's Proxy Statement as filed with the
Commission on April 6, 1995.
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