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): October 13, 2000
Packard BioScience Company
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-24001 06-0676652
(Commission File Number) (IRS Employer Identification No.)
800 Research Parkway, Meriden, Connecticut 06450
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 238-2351
Item 2. Acquisition or Disposition of Assets
On October 2, 2000, Packard BioScience Company (the "Company") acquired certain
assets and assumed certain liabilities of the life sciences division (the
"Division") of GSI Lumonics, Inc., a New Brunswick corporation ("GSI"), for $40
million in cash and approximately 4.6 million shares of the Company's common
stock, pursuant to the terms and conditions of an Asset Purchase Agreement dated
August 19, 2000 (the "Agreement") among the Company and two subsidiaries of GSI,
GSI Lumonics Life Science Trust (the "Trust") and GSI Lumonics Trust, Inc. (the
"Trustee"), as trustee for the Trust. The nature and amount of the consideration
paid in the acquisition were determined by negotiations between GSI and the
Company following a bidding process in which GSI solicited proposals from
potential acquirers. The Agreement is filed herewith as Exhibit 2.1.
The Division is a leading provider of imaging equipment and bioinformatics
software for biochip and microarray applications. The Company intends to
integrate the business of the Division into a newly formed subsidiary, Packard
BioChip Technologies, LLC, and to continue such business as presently conducted.
None of GSI, the Trust or the Trustee had a material relationship with the
Company or any of its respective affiliates, officers, directors, or associates
of such officers or directors, prior to the acquisition. The Company utilized a
combination of available cash and borrowings under its revolving credit facility
to fund the cash portion of the acquisition price.
The Company's press release, dated October 2, 2000, titled "Packard BioScience
Completes Acquisition of GSLI Life Sciences" is attached hereto as Exhibit 99.1.
Item 5. Other Events
The Company recently entered into a joint marketing agreement with Agencourt
Bioscience Corporation ("Agencourt"), related to the marketing of Agencourt's
DNA purification reagents. As part of the marketing arrangement, the Company
made an equity investment of $1,250,000, representing approximately 8% of the
outstanding equity of Agencourt. Agencourt is controlled by three sons of
Richard T. McKernan, an officer and director of the Company. The transaction was
reviewed and approved by all of the disinterested directors.
The Company's press release, dated October 11, 2000, titled "Packard BioScience
Company Announces Strategic Marketing Alliance and Equity Stake in Agencourt
Bioscience Corporation" is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements.
At the time of this filing, it is impracticable to provide the required
financial statements of the Trust. The required financial statements will
be filed in an amendment to this report on Form 8-K as soon as practicable
but no later than 60 days after the date of filing of this report with the
U.S. Securities and Exchange Commission.
b) Pro Forma Financial Information.
At the time of this filing, it is impracticable to provide the required pro
forma financial information of the Company reflecting the pro forma effect
of the acquisition on certain historical Company financial information. The
required pro forma financial information will be filed in an amendment to
this report on Form 8-K as soon as practicable but no later than 60 days
after the date of filing of this report with the U.S. Securities and
Exchange Commission.
c) Exhibits.
2.1 Asset Purchase Agreement, dated August 19, 2000, among GSI
Lumonics Life Science Trust, GSI Lumonics Trust, Inc. and Packard
BioScience Company dated August 19, 2000 (the "Agreement") (1).
99.1 Press Release dated October 2, 2000
99.2 Press Release dated October 11, 2000
(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the U.S. Securities
and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
PACKARD BIOSCIENCE COMPANY
/s/ Emery G. Olcott
By:------------------------------------
Name: Emery G. Olcott
Title: Chairman of the Board,
Chief Executive Officer
and President
Date: October 13, 2000
INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
- ----------- --------------
2.1 Asset Purchase Agreement, dated August 19, 2000, among GSI
Lumonics Life Science Trust, GSI Lumonics Trust, Inc. and
Packard BioScience Company (the "Agreement") (1).
99.1 Press Release dated October 2, 2000
99.2 Press Release dated October 11, 2000
(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601 (b) (2) of Regulation S-K. The Company will furnish
copies of any of the exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.