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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) October 24, 1997
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KENDLE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Ohio 000-23019 31-1274091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
441 Vine Street, Suite 700, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 381-5550
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Item 5. Other Events.
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On October 28, 1997, the Registrant announced the signing of a
non-binding letter of intent to acquire 100% of the stock of
ACER/EXCEL, Inc. ("ACER"), headquartered in Cranford, New
Jersey. ACER is a full-service contract research organization,
offering Phase II-IV clinical trial management, data
collection, statistical analysis, and regulatory document
preparation. ACER employs approximately 140 experienced
research professionals in its Cranford, New Jersey; New
London, Connecticut; and San Diego, California offices. The
proposed transaction is subject to the negotiation and
execution of a definitive agreement and other approvals.
The transaction would be effected through an exchange of both
cash and stock and would be accounted for under the purchase
method of accounting. Under the proposed agreement, which is
expected to be completed by January 1998, Kendle would acquire
ACER for approximately $36 million, consisting of
approximately 1.2 million shares of stock and $17 million in
cash. The share portion of the consideration is subject to a
pricing formula based on the stock's fair market value.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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( c ) Exhibit 99.1 Registrant's Press Release, dated October
28, 1997
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.
KENDLE INTERNATIONAL INC.
By: /S/ Timothy M. Mooney
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Date: November 12, 1997 Timothy M. Mooney
Vice President - Chief Financial Officer