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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 15, 1999
APPLIED ANALYTICAL INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
Delaware 0-21185 04-2687849
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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5051 New Centre Drive
Wilmington, North Carolina 28403
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(Address of Principal Executive Offices)
(Zip Code)
(910) 392-1606
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
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Item 5. Other Events.
On February 16, 1999, Applied Analytical Industries, Inc. (the
"Company") issued a press release (the "Release") announcing that the Company
has entered into a definitive agreement to merge with Medical & Technical
Research Associates, Inc., a contract research organization located in
Natick, Massachusetts. A copy of the press release is filed as Exhibit 99.1
hereto and is incorporated by reference herein.
The Company does not undertake to update any of the information set
forth in the Release. Information in the Release may contain certain "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These statements
involve risks and uncertainties that could cause actual results to differ
materially, including without limitation, the following: the ability of acquired
businesses to be integrated with AAI's operations; the company's dependence on
continued strict government regulation of the drug development process; the
company's dependence on research and development expenditures and
production-related compliance testing expenditures by the pharmaceutical and
biotechnology industries (and the consequent risk that a general economic
decline in these industries or any reduction in the outsourcing of research,
development and testing activities within these industries could adversely
affect the company's business); fluctuation in the company's quarterly results
due to a number of factors, including without limitation, the commencement,
completion or cancellation of large contracts, progress of ongoing contracts,
achieving expected levels of licensing and royalty revenues, potential
acquisitions, the timing of start-up expenses for new facilities and changes in
the mix of services; the ability to acquire and maintain large client contracts;
the ability to hire and retain qualified employees; the reliance on certain key
executive officers; and other items that may cause the actual results to differ
materially, which may be discussed in the company's recent Form 10-K and Form
10-Q, its registration statement on Form S-3, and other filings with the
Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit 99.1 -- Press release dated February 16, 1999
2
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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.
Date: February 17, 1999
APPLIED ANALYTICAL INDUSTRIES, INC.
By: /s/ Eugene T. Haley
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Eugene T. Haley
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit
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Exhibit 99.1 Press release dated February 16, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE For: APPLIED ANALYTICAL INDUSTRIES, INC.
NASDAQ: AAII
Contacts: FINANCIAL CONTACT
Eugene Haley
Executive Vice-President and
Chief Financial Officer
(910) 392-1606
MEDIA CONTACT
Ken Rabb
Phoenix Communications
(919) 286-3444
APPLIED ANALYTICAL INDUSTRIES, INC. (AAI)
ANNOUNCES MERGER WITH CONTRACT RESEARCH ORGANIZATION
Wilmington, North Carolina, February 16, 1999 - Applied Analytical Industries,
Inc. (NASDAQ: AAII) today announced that it has entered into a definitive
agreement for AAI to merge with Medical & Technical Research Associates, Inc.
(MTRA) a privately held company with headquarters in Natick, Massachusetts.
The merger is expected to be accounted for as a pooling of interests
transaction. In the transaction, MTRA stockholders would receive approximately
1.3 million shares of AAI common stock, subject to adjustment based on AAI's
trading price at the closing of the transaction. The completion of the
transaction is subject to pre-merger review by the Federal Trade Commission
under the Hart-Scott-Rodino Act.
MTRA is a Phase II-IV clinical trials and data management company that was
founded in 1970 by Mr. Richard Parker, President of MTRA. The company has 190
employees who will all become AAI employees. Sales for MTRA in calendar year
1998 were
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approximately $20 million. MTRA provides a full suite of clinical services
including trial design, project management, medical management, trial
monitoring, data management, statistical evaluation, and report writing,
throughout the continental United States and Canada.
Speaking in Wilmington, Dr. Fred Sancilio, AAI's CEO and Chairman, described the
merger as "... consistent with our strategy of continually balancing our
portfolio of product development services to serve our clients' needs. MTRA
brings outstanding clinical trials management skills to our corporate mix. With
this addition, we truly are a global organization offering worldwide clinical
trial services to our clients. This merger will be clearly accretive from the
outset." MTRA is unique among large US-based clinical trial companies in being
certified under the rigorous process measurement standards of ISO 9002.
"We are delighted to join a company with AAI's professional standing and
reputation," said Parker. "I believe our mutual talents will make an even
stronger company. We look forward to offering our long-time clients an expansion
of our capabilities to include AAI's strong clinical presence in Europe and
Asia, as well as their global analytical capabilities."
"This merger continues our ongoing strategy of providing the broadest range of
balanced services through a combination of organic growth and accretive business
combinations" said Mr. Eugene Haley, AAI's Chief Financial Officer.
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AAI is a leading pharmaceutical service and development organization providing
pharmaceutical product development and support services to the worldwide
pharmaceutical and biotechnology industries. The Company offers a broad range of
integrated, value-added services spanning the entire drug life cycle.
Additionally, through its internal development, AAI leverages its expertise to
generate revenue by licensing internally developed drug and drug technologies to
pharmaceutical companies.
Information in this press release contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve risks and
uncertainties that could cause actual results to differ materially, including
without limitation, the ability of acquired businesses to be integrated with
AAI's operations, actual operational performance, the ability to meet projected
revenue and earnings, the ability to acquire and maintain large client
contracts, the ability to hire and retain qualified employees and other items
that may cause the actual results to differ materially, which may be discussed
in the Company's recent Form 10-K filings, its registration statement, as
amended, and other filings with the Securities and Exchange Commission.
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