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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) August 8, 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 85014-2800
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 602-266-6700
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 8, 1996, Zila, Inc. ("Zila" or the "Company") entered
into a Merger Agreement with Bio-Dental Technologies Corporation, a California
corporation ("Bio-Dental"), whereby Bio-Dental will become a wholly owned
subsidiary of Zila through the merger of Zila Merger Corporation, a wholly owned
subsidiary of Zila ("Merger Sub"), with and into Bio-Dental (the "Merger").
Upon the Effective Date of the Merger (as defined below): (i)
Bio-Dental will become a wholly owned subsidiary of Zila by merger of the Merger
Sub with and into Bio-Dental; (ii) the stockholders of Bio-Dental, by such
merger, will become stockholders of Zila, as each presently outstanding share of
common stock, $.01 par value, of Bio-Dental (the "Bio-Dental Common Stock") will
be converted into 0.825 shares of the common stock, $.001 par value, of Zila
(the "Zila Common Stock"); provided that if the average closing bid price for
Zila Common Stock as reported by The Nasdaq SmallCap Market during the ten
trading days ending on the trading day that is five trading days prior to the
closing date of the Merger (the "Calculation Period") is less than $6.00 per
share, each share of Bio-Dental Common Stock will be converted into a number of
shares of Zila Common Stock that is equivalent in value to $4.95 as calculated
based on the average closing bid price for Zila Common Stock as reported by The
Nasdaq SmallCap Market during the Calculation Period, and provided further that
if the average closing bid price for Zila Common Stock as reported by The Nasdaq
SmallCap Market during the Calculation Period is greater than $7.75 per share,
each share of Bio-Dental Common Stock will be converted into the greater of (A)
0.75 shares of Zila Common Stock, or (B) a number of shares of Zila Common Stock
that is equivalent in value to $6.39 as calculated based on the average closing
bid price for Zila Common Stock as reported by The Nasdaq SmallCap Market during
the calculation period; (iii) each outstanding option to purchase Bio-Dental
Common Stock will be converted into an option to purchase a number of shares of
Zila Common Stock equal to the number of shares of Zila Common Stock which the
holder of such option would have received in the Merger in exchange for the
shares of Bio-Dental Common Stock subject to such option if such option had been
exercised immediately prior to the Effective Date, at an exercise price per
share determined by dividing the exercise price per share of Bio-Dental Common
Stock subject to such option, as in effect immediately prior to the Effective
Date, by a fraction the numerator of which is the number of shares of Zila
Common Stock subject to such option immediately after the Effective Date and the
denominator of which is the number of shares of Bio-Dental Common Stock subject
to such option immediately prior to the Effective Date and rounding the
resulting per-share exercise price up to the nearest whole cent; and (iv) the
separate existence of the Merger Sub (except as may be continued by operation of
law) shall cease, and Bio-Dental shall continue as the surviving corporation.
The "Effective Date" shall be the date that the Articles of Merger are filed
with and approved by the Delaware Secretary of State and the California
Secretary of State.
The Merger is subject to the condition that the Merger Agreement
and the Merger be approved by the affirmative vote of the holders of a majority
of the outstanding shares of Bio-Dental Common Stock entitled to vote at a
Special Meeting to be held prior to consummation of the Merger. In addition to
the requirement that the approval of the stockholders of Bio-Dental be received,
consummation of the Merger is subject to a number of other conditions that, if
not satisfied or waived, may cause the Merger not to be consummated and the
Merger Agreement to be terminated.
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Each party's obligation to consummate the Merger is conditioned upon, among
other things, the accuracy of the other party's representations, the other
party's performance of its covenants, the absence of a material adverse change
with respect to the other party, favorable legal opinions (including opinions to
the effect that the Merger will be treated for federal income tax purposes as a
tax-free reorganization), and the absence of legal action preventing
consummation of the Merger. Zila's obligation to consummate the Merger will be
further conditioned upon (i) the receipt of a letter from Deloitte & Touche LLP
that the Merger will be treated as a "pooling of interests" for accounting
purposes, and (ii) holders of no more than 5 percent of the Bio-Dental Common
Stock being eligible to exercise dissenters' rights of appraisal under
California law.
Upon effectiveness of the Merger, all current employees of
Bio-Dental will become employees of Zila. Following the Merger, Zila will
continue the present operations of Bio-Dental from Bio-Dental's current
headquarters in Rancho Cordova, California under the name "Zila Dental
Technologies Corporation".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description Method of Filing
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1 Merger Agreement dated August 8, *
1996, among Zila, Inc., Bio-Dental
Technologies Corporation and Zila
Merger Corporation
2 Zila's Press Release dated Filed herewith.
August 9, 1996
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* Incorporated by reference to Exhibit 2 to the Company's Form S-4
Registration Statement No. 333-10107, filed August 14, 1996.
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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.
ZILA, INC.
Date: August 22, 1996 By /s/ Janice L. Backus
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Janice L. Backus
Vice President and Secretary
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