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UNITED STATES
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 17, 2001
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AccuMed International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20652 36-4054899
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
920 North Franklin Street, Suite 402, Chicago, Illinois 60610
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312)642-9200
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of the Registrant.
On September 17, 2001, the Registrant became a wholly-owned subsidiary of
Ampersand Medical Corporation, a Delaware corporation, now known as Molecular
Diagnostics Inc. ("Molecular"), by way of merger of the Registrant with and into
AccuMed Acquisition Corp., a Delaware corporation ("Acquisition Sub"), a
wholly-owned subsidiary of Molecular, pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of February 7, 2001, as amended, by
and among the Registrant, Molecular and Acquisition Sub. Upon the Merger, the
Registrant's separate corporate existence ceased and Acquisition Sub continued
as the surviving corporation.
Pursuant to the terms of the Merger Agreement, upon the Merger, each
share of Registrant's common stock, par value $0.01 per share, issued and
outstanding immediately prior to the Merger was converted into the right to
receive .6552 shares of common stock of Molecular, and each share of
Registrant's Series A Convertible Preferred Stock issued and outstanding
immediately prior to the Merger was converted into the right to receive one
share of Molecular Series A Convertible Preferred Stock.
The foregoing summary is qualified in its entirety by reference to the
Merger Agreement, which is filed as Exhibit 2 hereto and is incorporated by
reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2. Agreement and Plan of Merger, dated February 7, 2001,
by and among AccuMed International, Inc., AccuMed
Acquisition Corp. and Ampersand Medical Corporation
(now known as Molecular Diagnostics Inc.), and
Amendments No. 1 and No. 2 thereto (incorporated by
reference to Appendix I of the proxy statement-
prospectus filed as part of Amendment No. 4 to
Registration Statement No. 333-61666).
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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.
ACCUMED INTERNATIONAL, INC.
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(Registrant)
Date: September 27, 2001 By: /s/ Peter P. Gombrich
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Peter Gombrich,
President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2. Agreement and Plan of Merger, dated February 7,
2001, by and among AccuMed International, Inc.,
AccuMed Acquisition Corp. and Ampersand
Medical Corporation (now known as Molecular
Diagnostics Inc.), and Amendments No. 1 and No. 2
thereto (incorporated by reference to Appendix I of
the proxy statement-prospectus filed as part of
Amendment No. 4 to Registration Statement
No. 333-61666).