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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 6, 1998
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.)
11011 Via Frontera
San Diego, California 92127
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 451-3771
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Item 5. Other Events
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On March 6, 1998 the Company acquired by merger Prisma Acquisition Corp.
("Prisma"), a privately-held company located in Rome, NY, which develops,
manufactures and markets instruments and reagents used by veterinarians to
measure blood chemistry information at the point-of-care. The consideration paid
to the stockholders of Prisma was a $1,000,000 convertible note, 458,000 newly
issued and unregistered shares of the Company's common stock and the issuance of
options to purchase 157,000 shares of the Company's common stock in replacement
of Prisma's outstanding stock options. The 458,000 shares and 157,000 stock
options numbers were calculated by dividing $2,000,000 by $3.25, which was the
average closing price of Synbiotics' common stock for the thirty trading days
prior to March 6, 1998.
The convertible note (which was issued to only one of Prisma's stockholders) is
due March 5, 1999, bears interest at the rate of 5% per year and is unsecured.
The note is convertible at any time, at the option of the Company, into a number
of unregistered shares of the Company's common stock equal to the outstanding
principal and accrued interest divided by the average closing price of the
Company's common stock for the thirty trading days immediately prior to the
conversion. The note is subordinate to the Company's notes payable to Banque
Paribas, which were issued in conjunction with the July, 1997 acquisition of the
veterinary diagnostics business of Rhone-Merieux, S.A.S.
All of the assets acquired by the Company were used and will continue to be used
to operate the instrument and reagent business activities described above.
Item 7. Financial Statements and Exhibits
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a) Financial statements of business as acquired
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Not applicable.
b) Pro forma financial information
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Not applicable.
c) Exhibits
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2.1 Agreement and Plan of Reorganization By and Among the
Registrant, Prisma Acquisition Corp. and the Stockholders and an
Optionholder of Prisma Acquisition Corp., dated as of February
27, 1998.
2.2 Agreement of Merger By and Between Prisma Acquisition Corp. and
the Registrant, dated as of March 6, 1998.
99.1 Note Purchase Agreement By and Between the Registrant and
BioQuest Venture Leasing Partnership, L.P., dated as of March 6,
1998.
99.2 Convertible Promissory Note By the Registrant to BioQuest
Venture Leasing Partnership, L.P., dated March 6, 1998.
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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.
SYNBIOTICS CORPORATION
Date: March 23, 1998 /s/ Michael K. Green
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Michael K. Green
Vice President of Finance and
Chief Financial Officer
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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
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2.1 Agreement and Plan of Reorganization By and Among the Registrant,
Prisma Acquisition Corp. and the Stockholders and an Optionholder
of Prisma Acquisition Corp., dated as of February 27, 1998.
Index of Schedules to Exhibit 2.1 (1)
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Schedule Description
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2.2(a) Stockholder List
2.2(b) Option List
2.3 Subsidiaries
2.4 Governmental and Third Party Consents
2.5 Company Financials
2.6 Undisclosed Liabilities
2.7 No Changes
2.8 Tax Returns and Audits
2.9 Restrictions
2.10(a) Leased Real Property
2.10(b) Liens on Property
2.11(a) Intellectual Property
2.11(b) Intellectual Property Licenses
2.11(c) Intellectual Property Problems
2.12 Agreements, Contracts and Commitments
2.13 Interested Party Transactions
2.15 Litigation
2.16 Insurance
2.18 Relationships
2.19 Trade Secrets
2.21 Brokers/Finders Fees; Expenses of Transaction
2.22 Permits and Licenses
2.23(b) Employee Benefit Plans and Employee Agreements
2.23(f)(i) Effect of Transaction
2.23(g) Employment Penalties
2.23(h) Labor
4.2 Governmental and Third Party Consents
4.6 Litigation
5.1(m) Severance Agreements
7.3(c) Third Party Consents Required of the Company
2.2 Agreement of Merger By and Between Prisma Acquisition Corp. and the
Registrant, dated as of March 6, 1998.
99.1 Note Purchase Agreement By and Between the Registrant and BioQuest
Venture Leasing Partnership, L.P., dated as of March 6, 1998.
99.2 Convertible Promissory Note By the Registrant to BioQuest Venture
Leasing Partnership, L.P., dated March 6, 1998.
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(1) The schedules listed have been omitted from this filing. The Company will
provide to the Commission any schedules requested to be provided by the
Commission