================================================================================
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): JULY 9, 1997
SYNBIOTICS CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-11303
CALIFORNIA 95-3737816
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)E
11011 VIA FRONTERA
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 451-3771
================================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
On July 9, 1997 the Company acquired the worldwide veterinary diagnostic
business of Rhone Merieux S.A. pursuant to purchase agreements dated May 14,
1997. The consideration paid to Rhone Merieux was $10,659,000 in cash and plus
759,000 shares of newly issued, unregistered Synbiotics common stock valued at
$3,178,000 (based upon the closing price of Synbiotics' Common Stock on July 9,
1997 which was $4.1875 per share). The shares issued by the Company include
230,000 shares which have been placed in escrow pending certain U.S. regulatory
approvals and subsequent sales of related products. The 759,000 shares will be
subject to certain registration rights as well as put and call provisions.
Depending on performance of the combined business in the three years following
the acquisition, Synbiotics may also pay up to $3,600,000 in contingent cash
payments. The cash portion of the consideration was provided by a series of
loans obtained from Banque Paribas.
Rhone Merieux and Synbiotics also entered into related agreements covering the
supply of various products and services, collaborative research and development,
licenses of Rhone Merieux patents, and the distribution of certain of the
acquired products by Rhone Merieux. The collaborative research agreement gives
Synbiotics a right of first refusal to acquire technology or products emanating
from Rhone Merieux's future research efforts that have potential veterinary
diagnostic applications.
In addition, the Company acquired Rhone Merieux's veterinary diagnostic
research, manufacturing and European laboratory marketing organization based in
Lyon, France. All of the assets acquired by Synbiotics were used and will
continue to be used to operate the veterinary diagnostic business activities
described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
a) Financial statements of business acquired and pro forma financial
-----------------------------------------------------------------
information
-----------
It is impractical at this time to file the financial statements of the
acquired business and the pro forma financial information required by
this item. The Company plans to file the required financial
information on Form 8-K/A no later than September 22, 1997.
b) Exhibits
--------
2.4 Asset Purchase Agreement between Rhone Merieux, Inc. and the
Registrant, dated May 14, 1997.
2.5 Stock Purchase Agreement between Rhone Merieux S.A., Institut
De Selection Animale S.A., Rhone Merieux Diagnostics S.A.S. and
the Registrant, dated May 14, 1997./(1)/
10.64 Credit Agreement among the Registrant, the Banks Named Herein
and Banque Paribas as Agent, dated as of July 9, 1997.
_________________
(1) Certain confidential portions of this exhibit have been omitted
by means of blacking out the text (the "Mark"). This exhibit has
been filed separately with the Secretary of the Commission
without the Mark pursuant to the Company's Application
Requesting Confidential Treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
-1-
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.
SYNBIOTICS CORPORATION
Date: July 24, 1997 /s/ Michael K. Green
-----------------------------
Michael K. Green
Vice President of Finance and
Chief Financial Officer
-2-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM 8-K
UNDER
SECURITIES EXCHANGE ACT OF 1934
SYNBIOTICS CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
2.4 Asset Purchase Agreement between Rhone Merieux, Inc. and the
Registrant, dated May 14, 1997.
2.5 Stock Purchase Agreement between Rhone Merieux S.A., Institut De
Selection Animale S.A., Rhone Merieux Diagnostics S.A.S. and the
Registrant, dated May 14, 1997./(1)/
10.64 Credit Agreement among the Registrant, the Banks Named Herein and
Banque Paribas as Agent, dated as of July 9, 1997.
__________________
(1) Certain confidential portions of this exhibit have been omitted by means of
blacking out the text (the "Mark"). This exhibit has been filed separately
with the Secretary of the Commission without the Mark pursuant to the
Company's Application Requesting Confidential Treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.