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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) September 8, 1998
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Biochem International Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10005 39-1272816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
N7 W22025 Johnson Road, Waukesha, Wisconsin 53186
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 542-3100
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The registrant issued the following press release on September 8, 1998:
"FOR IMMEDIATE RELEASE Contact: Mary Hamkins
414-542-3100
Waukesha, Wisconsin
September 8, 1998
BIOCHEM INTERNATIONAL INC. (BCI) of Waukesha, Wisconsin, has entered into
acquisition discussions with Smiths Industries plc, a United Kingdom based
avionics, medical systems and specialized industrial products manufacturer, for
the acquisition of the Company at an indicated value of $83 million. Based on
the Company's current outstanding capitalization, this would provide a price of
approximately $6.30 per share to the Company's shareholders.
Following preliminary discussions with the Company and its principal
shareholders (together holding three-quarters of BCI's outstanding common
stock) the parties are negotiating an agreement to merge BCI into a Smiths
Industries US subsidiary. The negotiations are based on 100% of the share
capital, payable in cash and subject to the outcome of due diligence inquiries
currently in progress. BCI has net assets of $22 million, including $10
million of cash. For the year ended June 30, 1998, the Company earned
operating profits of $7.3 million.
"While there are a number of legal qualifications and conditions for completion
of the acquisition, such as the approval by BCI shareholders following normal
SEC procedure and US regulatory approval under the Hart-Scott-Rodino Act, we
wanted our shareholders, customers and suppliers to be fully aware of the
current interest being focused on the Company," noted David H. Sanders,
Chairman and CEO of BCI. "We look forward to assisting Smiths and its
representatives with these matters to conclude the transaction as soon as
possible."
BCI designs, manufactures and distributes, on a world-wide basis, a broad range
of patient monitoring equipment used in the monitoring of respiration, blood
gases, exhaled gases, anesthetic agent gases and related cardiovascular/
pulmonary functions, primarily through non-invasive real time monitoring.
Through its SurgiVet subsidiary, the Company has recently extended its product
line for use in the rapidly growing veterinary markets, including gas
anesthesia machines, ventilator products and related accessories.
Smiths Industries, through its Smiths Industries Medical Systems Group, is one
of the world's leading suppliers of medical devices and equipment targeted
mainly for use in operating rooms,
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intensive care units and critical care departments in hospitals, but also has
significant shares of a number of specialist niche markets in home health care,
dentistry and veterinary supplies.
BCI employs around 120 people and has an experienced senior management team who
will remain with the Company at its present location as part of Smiths
Industries.
Biochem International is traded on the over the counter Bulletin Board as BCHM."
[signature page follows]
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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, thereunto duly authorized.
BIOCHEM INTERNATIONAL INC.
(Registrant)
DATE: September 8, 1998 By: /s/ David H. Sanders
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Name: David H. Sanders
Title: Chairman