SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 1998
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SPECTRUM LABORATORIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-9478 95-3557539
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
23022 La Cadena Drive, Laguna Hills, California 92653
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 581-3500
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Company has entered into a Reorganization Agreement
("Reorganization Agreement") with Spectrum Medical Industries, Inc., a
California corporation ("SMI"). The Reorganization Agreement was dated as of
September 30, 1998, subject to tax clearance by the California Department of
Taxation. Such tax clearance was received on November 3, 1998. Pursuant to the
Reorganization Agreement, SMI was merged into the Company and all SMI
shareholders received shares of the Company at the rate of 98 shares of the
Company's common stock for each share of SMI common stock. The merger was
unanimously approved by the Boards of Directors of both companies. Reports
prepared by independent advisors and audited and interim financial statements
were reviewed by the respective boards to determine the value of SMI with
respect to the value of SLI. The exchange rate for the shares was fixed after
agreement as to such value and with respect to the capitalization of each
entity. The transaction was approved by all of the shareholders of SMI and 92%
of the shareholders of the Company. No general solicitation of consent for the
Company's shareholders is required under Delaware law. Under Delaware law, no
appraisal rights are available to the Company's shareholders.
Roy T. Eddleman, Chief Executive Officer and a Director of the
Company, owned 95% of the outstanding shares of SMI prior to the merger. SMI
owned, prior to the transaction, 79.9% of the outstanding shares of the Company
and Roy Eddleman and Thomas Girardi, the sole shareholders of SMI, each owned
approximately 6% of the outstanding shares of the Company. No consideration
other than shares was exchanged. As a result of the transaction, shareholders of
SMI increased their holdings of the Company from approximately 92% to
approximately 98%. The Company intends to continue the operation of SMI's
business which is the manufacture of medical and laboratory equipment. Prior to
the merger, the Company supplied SMI with a number of membrane products used in
the equipment assembled and sold by SMI.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for the Company to provide the required financial
statements on the date this report is being filed. The Company intends to file
the required financial statements under cover of Form 8-K/A as soon as
practicable, but not later than 60 days after the date this report must have
been filed.
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b. PRO FORMA FINANCIAL INFORMATION.
It is impracticable for the Company to provide the required pro forma
financial information on the date this report is being filed. The Company
intends to file the required financial statements under cover of Form 8-K/A as
soon as practicable, but no later than 60 days after the date this report must
have been filed.
c. EXHIBITS
The Reorganization Agreement between Spectrum Medical Industries, Inc.
and the Company is attached hereto as Exhibit 2.
SIGNATURES
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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 thereunto duly authorized.
SPECTRUM LABORATORIES, INC.
Date: November 16, 1998 By: /s/ Roy T. Eddleman
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Roy T. Eddleman
Chairman and Chief Executive Officer
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