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
July 24, 2001 (July 10, 2001)
Date of Report (Date of earliest event reported)
__________
INTERPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22958 95-3043318
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
181 Technology Drive 92618
Irvine, California (Zip Code)
(Address of principal executive offices)
(949) 453-3200
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition of Assets.
On July 10, 2001, pursuant to an Agreement and Plan of Merger dated
May 30, 2001 (the "Merger Agreement"), between Interpore International, Inc., a
Delaware corporation ("Interpore"), OP Sub, Inc., a California corporation and
wholly-owned subsidiary of Interpore ("Merger Sub") and American OsteoMedix
Corporation, a Virginia corporation ("AOM"), AOM merged with and into Merger Sub
and the separate corporate existence of AOM ceased (the "Merger"). A copy of the
Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein by
reference. Merger Sub will continue as a wholly-owned subsidiary of Interpore
and will operate under the name "American OsteoMedix Corporation."
In the Merger, each issued and outstanding share of common stock, par
value $0.01 per share, of AOM ("AOM Common Stock") was converted into the right
to receive a portion of the aggregate merger consideration, which consisted of a
stock component and a cash component. The stock component consisted of 2,400,000
shares of common stock, no par value, of Interpore ("Interpore Common Stock"),
with cash being paid in lieu of fractional shares of Interpore Common Stock. The
cash component consisted of $7,867,744, of which $500,000 was placed into escrow
to cover indemnification obligations. In addition, as a result of the Merger,
each issued and outstanding share of AOM Common Stock may receive a pro rata
portion of additional cash consideration up to $5.0 million, contingent upon
Interpore's sales of the AOM product systems following the Merger. The cash paid
in the Merger by Interpore was drawn from Interpore's working capital.
In connection with the Merger, AOM repaid the full principal balance
and interest owing on a Convertible Note in the original principal amount of
$500,000 issued to Interpore pursuant to a Note Purchase Agreement dated May 19,
2001. Immediately prior to the Merger, Interpore entered into employment
agreements with each of Eric Major, Richard Woods, Greg Watko and Chris
Straight, and entered into consulting agreements with Andrew Rock and Mohit
Bhatnagar, all of whom had previously been employees of AOM. Other than the
Convertible Note, Note Purchase Agreement, employment agreements and consulting
agreements, there were no material relationships between AOM and Interpore or
any of its affiliates, any director or officer of Interpore or any associate of
any such director or officer, prior to the Merger.
On July 10, 2001, Interpore issued a press release, a copy of which is
annexed hereto as Exhibit 99.1 and incorporated herein by reference.
Certain of the statements contained in the press release that are not
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Interpore's actual results may differ
materially from those included in the forward-looking statements. Forward-
looking statements are typically identified by words or phrases such as
"believe," "expect," "anticipate," "intend," "estimate," "are likely to be," and
similar expressions. These forward-looking statements involve risks and
uncertainties including, but not limited to, the following: changes in general
economic conditions, including the performance of financial markets and interest
rates; and competitive, regulatory, or tax changes that affect the cost of or
demand for Interpore's products.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired. In accordance with Item
7(a)(4) of Form 8-K, Registrant will file such financial statements by amendment
as soon as practicable, but not later than September 21, 2001.
(b) Pro forma financial information. In accordance with Item 7(b)(2) of
Form 8-K, Registrant will file such pro forma financial information by amendment
as soon as practicable, but not later than September 21, 2001.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of May 30, 2001, among
Interpore International, Inc., a Delaware corporation, OP Sub,
Inc., a California corporation and American OsteoMedix
Corporation, a Virginia corporation, and the Shareholders set
forth on the Signature Pages hereto
4.1 Registration Rights Agreement
99.1 Press release dated July 10, 2001, relating to the completion of
the acquisition of American OsteoMedix Corporation by Interpore
International, Inc.
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.
Interpore International, Inc.
Date: July 24, 2001 By: /s/ Richard L. Harrison
----------------------------------------------
Richard L. Harrison
Sr. Vice President and Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ----------- ----------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of May 30, 2001,
among Interpore International, Inc., a Delaware
corporation, OP Sub, Inc., a California corporation and
American OsteoMedix Corporation, a Virginia corporation,
and the Shareholders set forth on the signature pages
hereto
4.1 Registration Rights Agreement
99.1 Press release dated July 10, 2001, relating to the
completion of the acquisition of American OsteoMedix
Corporation by Interpore International, Inc.