1
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) June 3, 1996
ZILA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17521 86-0619668
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5227 North 7th Street Phoenix, Arizona 85014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 266-6700
2
ITEM 5. OTHER EVENTS
Bio-Dental Technologies. Zila, Inc. ("Zila" or the "Company") announced
that it has signed a letter of intent with Bio-Dental Technologies Corporation
("Bio-Dental") for the merger of Bio-Dental into Zila. The transaction will
involve the exchange of Zila stock for all of Bio-Dental's outstanding capital
stock. It is the intention of the parties that the merger be treated as a
"pooling of interest" transaction. The terms of the letter of intent provides a
per share exchange rate of between 0.75 to 0.825 shares of Zila stock for each
share of Bio-Dental common stock. The completion of the transaction is subject
to a number of conditions, including the satisfactory completion of due
diligence by both parties, the execution of definitive agreements and the
approval of Bio-Dental shareholders.
CTM Associates. Zila announced that it has acquired the remaining
two-thirds of the outstanding shares of CTM Associates ("CTM"). The acquisition
of this two-thirds interest together with Zila's previously announced
acquisition of CTM common stock brings Zila's interest in CTM to 100 percent.
Zila has not yet determined whether CTM will be operated as a wholly owned
subsidiary or if the organization will be merged into Zila or one of Zila's
other subsidiaries. The acquisition of CTM eliminates Zila's obligation to pay
royalties to CTM on revenues generated on the sale of OraTest. The acquisition
also renders as moot certain litigation between Zila and CTM. As consideration
for the acquisition of the CTM common stock, Zila issued 644,118 shares of Zila
common stock to CTM shareholders and assumed CTM liabilities of approximately
$70,000.
2
3
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.
ZILA, INC.
Date: June 4, 1996 By /s/ Joseph Hines
---------------------------------
Joseph Hines
President
3