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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) March 2, 1998
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Biochem International Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-10005 39-1272816
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(Commission File Number) (I.R.S. Employer Identification No.)
W238 N1650 Rockwood Drive, Waukesha, Wisconsin 53188-1199
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(Address of Principal Executive Offices) (Zip Code)
(414) 542-3100
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index on Page 4
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Item 5. Other Events.
On February 27, 1998, the registrant's stockholders approved the merger of DS
Medical Products Co. ("DS Medical") with and into the registrant, as well as an
amendment to the registrant's Certificate of Incorporation to increase the
number of its authorized shares of common stock from 14,000,000 to 24,000,000.
Those transactions became effective on March 2, 1998. DS Medical was a holding
company with no independent business operations. Its only asset was its
ownership of approximately 76.52% of the outstanding stock of the registrant.
As a result of the merger, there was no increase or decrease in the number of
outstanding shares of the common stock of the registrant (other than to account
for cancellation of fractional shares). The registrant acquired no assets or
liabilities as a result of the merger, and the merger is not expected to have
any effect on the business or operations of the registrant or on any of its
stockholders other than DS Medical. The effect of the merger was to cause the
shareholders of DS Medical, who were the indirect beneficial owners of the
registrant's shares owned by DS Medical, to become direct record owners of an
equivalent number of shares of the registrant.
The registrant has no plans, commitments or understandings for the issuance
of any of the newly-authorized common stock.
The merger and increase in authorized shares is discussed in greater detail
in the registrant's Information Statement and Notice of Appraisal Rights dated
February 5, 1998, filed in definitive form with the Securities and Exchange
Commission on February 5, 1998 (the "Information Statement").
Subsequent to distribution of the Information Statement, the registrant
determined that the actual number of shares of the registrant's common stock
owned by DS Medical prior to the merger was 9,985,000, rather than the
10,040,000 shares recited in the Information Statement. Accordingly, only
9,985,000 shares of the registrant's authorized but unissued common stock were
issued to the shareholders of DS Medical in connection with the merger. The
discrepancy between the number of shares of the registrant's common stock owned
by DS Medical as reflected in the Information Statement and the actual number
of shares owned by DS Medical prior to the consummation of the merger has no
effect on the number of the registrant's shares outstanding either before or
after the merger and otherwise has no effect on the registrant's minority
shareholders.
Item 7. Financial Statements and Exhibits.
The following exhibit is filed as a part of this report:
3.1 Composite form of registrant's Certificate of Incorporation, as amended
through March 2, 1998.
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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.
BIOCHEM INTERNATIONAL INC.
(Registrant)
Date: March 30, 1998 By:s/David H. Sanders
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(Signature)
David H. Sanders
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Name
Chairman
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Title
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Composite form of registrant's
Certificate of Incorporation, as amended
through March 2, 1998.