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): February 27, 2003
DONLAR CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 000-11472 36-3683785
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6502 South Archer Road, Bedford Park, Illinois 60501
Registrant's telephone number, including area code: (708) 563-9200
(Address of principal executive offices) (Zip Code)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
The shareholders of Donlar Biosyntrex Corporation, a Nevada
corporation, and Donlar Corporation (the "Company") approved the merger of
Donlar Biosyntrex with and into the Company at a shareholders meeting held at
the corporate offices in Bedford Park, IL on February 27, 2003, with the Company
being the surviving corporation, and the adoption of the Company's 2003 Equity
Incentive Plan. The merger is effective February 27, 2003. Pursuant to the
agreement and plan of merger, each share of Donlar Biosyntrex common stock
(other than shares owned by the Company) converted into the right to receive
0.25998836 shares of common stock of the Company and each share of the Company's
common and Series A preferred stock issued prior to the merger (other than
shares owned by certain shareholders who agreed to cancellation pursuant to the
restructuring plan described in the Company's information statement/prospectus)
converted into the right to receive 0.48725820 shares of common stock of the
Company. The shares of common stock of the Company will trade over-the-counter
under the symbol DLRC. A letter of transmittal will be sent to all shareholders
of record of the merged companies with instructions on how to exchange their
shares for shares in the Company.
In connection with the merger, the Company is implementing a
restructuring plan that is expected to result in the elimination of
approximately $25.2 million of the Company's liabilities and replacing these
liabilities with equity securities, principally convertible preferred stock. The
merger consolidates the combined companies' patent portfolios and is expected to
streamline business operations by eliminating various legal, accounting,
corporate governance and inter-company service contract costs. The board of
directors of the Company consists of the members of the Company's board
immediately prior to the merger.
Additional information concerning the merger, the related restructuring
plan and the equity incentive plan is set forth in the information
statement/prospectus provided to the shareholders of the Company and Donlar
Biosyntrex prior to the merger and can be found on the Company's website at
www.donlar.com. The Company's registration statement on Form S-4 is incorporated
herein by reference.
Larry P. Koskan, President and CEO stated, "The merging of the
companies creates a stronger, more unified Illinois public company. By combining
the management activities of the two separate companies, we can now effectively
direct our energies in developing our core businesses. The restructuring plan is
expected to result in a $25 million reduction in the Company's total outstanding
debt, replacing it with equity securities. The reduction of this debt will
strengthen the balance sheet while significantly reducing the Company's ongoing
interest expense."
The Company's common stock is deemed by operation of Rule 12g3-2(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") to be
registered under Section 12(g) of the 1934 Act.
On February 27, 2003, the Company issued a press release announcing the
merger which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Description
99.1 Press release dated February 27, 2003.
FORWARD LOOKING STATEMENTS
Except for historical information, this Form 8-K contains certain
forward-looking statements that involve risk and uncertainties, which may cause
actual results to differ materially from the statements made including market
potential, regulatory clearances, business growth, and other risks listed from
time to time in the Company's Securities and Exchange Commission (SEC) filings.
These forward-looking statements represent the Company's judgment, as of the
date of this release, and the Company disclaims any intent or obligation to
update these forward-looking statements.
SIGNATURE
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.
DONLAR CORPORATION
Dated: March 4, 2003 By: /s/ Larry P. Koskan
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Larry P. Koskan, Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press Release.