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UNITED STATES
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): September 1, 2000
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Kensey Nash Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27120 36-3316412
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Marsh Creek Corporate Center, 55 East Uwchlan Avenue, Exton Pennsylvania 19341
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (610) 524-0188
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Pursuant to an Asset Purchase Agreement dated September 1, 2000 by and
among the Registrant, THM Acquisition Sub, Inc., a Delaware corporation
("Buyer"), THM Biomedical, Inc., a Minnesota corporation ("Seller"),
and the stockholders of Seller, Buyer purchased from Seller
substantially all of the assets, and assumed certain of the
liabilities, of Seller. Of the $11.1 million purchase price (the
"Purchase Price"), an aggregate of $4.5 million was paid in the form of
promissory notes. The Purchase Price was paid at the closing which
occurred on September 1, 2000. The Purchase Price was the result of
arm's length negotiations between Buyer and Seller. The cash portion of
the Purchase Price was paid out of Buyer's cash on hand.
There exists no material relationship between the Registrant and
Seller, or between any affiliates of such entities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Audited financial statements of the Seller required pursuant to
Regulation S-X cannot be provided at this time, but shall be filed
as soon as practicable and in no event later than 60 days after the
filing date of this Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to Article 11 of
Regulation S-X cannot be provided at this time, but shall be filed as
soon as practicable and in no event later than 60 days after the filing
date of this Report on Form 8-K.
(c) Exhibits.
2.1 Asset Purchase Agreement dated September 1, 2000 by and among
the Registrant, THM Acquisition Sub, Inc., THM Biomedical,
Inc. and the stockholders of THM Biomedical, Inc. (the
"Agreement"). The Registrant agrees to furnish supplementally
to the Commission upon request, copies of any omitted exhibits
or schedules to the Agreement.
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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.
KENSEY NASH CORPORATION
By: /s/ Wendy F. DiCicco
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Wendy F. DiCicco, CPA
Chief Financial Officer
Dated: September 15, 2000
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Exhibit Index
Sequential
Page
Exhibit # Item Number
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2.1 Asset Purchase Agreement dated 5
September 1, 2000 by and among Kensey
Nash Corporation, THM Acquisition Sub,
Inc., THM Biomedical, Inc. and the
stockholders of THM Biomedical, Inc.
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