Soliciting Material Pursuant to Rule 14a - 12
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: JULY 17, 2002
(Date of earliest event reported)
GENOMIC SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NO. 000-30549 38-3383038
(State of incorporation) (IRS Employer I.D. No.)
4355 VARSITY DRIVE
ANN ARBOR, MICHIGAN 48108
(Address of principal executive offices)
(734) 975-4800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On July 18, 2002, Harvard Bioscience, Inc. ("Harvard") and Genomic
Solutions Inc. ("Genomic") announced the signing of a definitive agreement
whereby Genomic will be merged into a subsidiary of Harvard. The surviving
company will continue to operate as a subsidiary of Harvard. Genomic
stockholders will receive an aggregate of 3.2 million shares of Harvard common
stock and $9 million in cash as consideration for the merger.
The merger has been approved by the boards of directors of both Harvard
and Genomic. The merger is intended to be a tax-free reorganization under the
Internal Revenue Code. The transaction is subject to approval by the
stockholders of Genomic and other customary conditions and regulatory approvals.
The merger is expected to close in the fourth quarter of 2002.
The directors and certain officers and significant stockholders of
Genomic, who have voting control over approximately 38% of the outstanding
shares of Genomic, have entered into Voting Agreements with Harvard dated July
17, 2002 (the "Voting Agreements"), pursuant to which each stockholder has
agreed to vote the shares of common stock beneficially owned by the stockholder
in favor of the merger.
The description of the proposed merger described in this report does
not purport to be complete and is qualified in its entirety by reference to the
Agreement and Plan of Merger filed as Exhibit 2.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Filed
Number Description Herewith
- ----------- ---------------------------------------------------------------------- --------------------------
2.1 Agreement and Plan of Merger by and among Harvard Bioscience, Inc. X
("Parent"), HAG Acq. Corp. ("MergerCo") and Genomic Solutions Inc.
("Company") dated as of July 17, 2002.
99.1 Form of Voting Agreement X
(1) The exhibits and schedules to the Merger Agreement have been omitted
from this filing pursuant to Item 601(b)(2) of Regulation S-K. Genomic will
furnish copies of any of the exhibits and schedules to the commission upon
request.
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.
GENOMIC SOLUTIONS INC.,
a Delaware corporation
Date: July 19, 2002 By: /s/ Jeffrey S. Williams
-----------------------------
Jeffrey S. Williams
Its: President
Exhibit Filed
Number Description Herewith
- ------------------ ---------------------------------------------------------------------- --------------------------
2.1 Agreement and Plan of Merger by and among Harvard Bioscience, Inc. X
("Parent"), HAG Acq. Corp. ("MergerCo") and Genomic Solutions Inc.
("Company") dated as of July 17, 2002.
99.1 Form of Voting Agreement X
(1) The exhibits and schedules to the Merger Agreement have been omitted
from this filing pursuant to Item 601(b)(2) of Regulation S-K. Genomic will
furnish copies of any of the exhibits and schedules to the commission upon
request.