<PAGE>
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):
January 21, 1997
DNAP HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-12177 75-2632242
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6701 San Pablo Avenue, Oakland, California 94608
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(510) 547-2395
<PAGE>
Item 5. Other Events.
------------
Reference is hereby made to that certain Agreement and Plan of Merger dated
as of January 26, 1996, as amended by that certain Amendment No. 1 to Agreement
and Plan of Merger dated as of May 16, 1996, and that certain Amendment No. 2 to
Agreement and Plan of Merger dated as of July 30, 1996 (as amended, the "Merger
Agreement"), by and among Empresas la Moderna, S.A. de C.V. ("ELM"), Bionova,
S.A. de C.V. ("Bionova Mexico"), the Registrant, Bionova Acquisition, Inc.
("Sub"), and DNA Plant Technology Corporation ("DNAP"). Pursuant to the Merger
Agreement, on September 26, 1996, (i) Sub was merged with and into DNAP (the
"Merger"), (ii) DNAP became a wholly-owned subsidiary of the Registrant, and
(iii) each then outstanding share of DNAP's common stock and each then
outstanding share of DNAP's $2.25 Convertible, Exchangeable Preferred Stock
("Preferred Stock") was converted into the number of shares of common stock of
the Registrant specified in the Merger Agreement.
On January 21, 1997, a class action lawsuit styled Gordon K. Aaron and Fay
-----------------------
H. Aaron v. Empresas la Moderna, S.A. de C.V., Bionova, S.A. de C.V., Alfonso
- ----------------------------------------------------------------------
Romo Garza, Bionova International, Inc., DNAP Holding Corporation, Robert
- -------------------------------------------------------------------------
Serenbetz, Gerald Laubach, Evelyn Berezin, and Douglas Luke, Jr. was filed in
- ----------------------------------------------------------------
the U.S. federal district court for the Northern District of California. The
plaintiffs allege that they were owners of shares of DNAP's Preferred Stock
prior to the Merger and that they were entitled to receive more consideration
for their Preferred Stock than was provided to them under the Merger Agreement.
Specifically, the plaintiffs allege that (i) they were denied the rights they
allegedly had under the terms of the Preferred Stock to vote on the Merger, to
receive dividend payments, and to receive special conversion privileges in
connection with the Merger; (ii) defendants Serenbetz, Laubach, Luke and Berezin
(the "Individual Defendants"), each of whom was a director of DNAP prior to the
Merger and currently serves as a director of the Registrant, breached fiduciary
duties of loyalty, candor and care allegedly owed to DNAP and its stockholders;
(iii) all of the defendants aided, knew of or recklessly disregarded, and all of
the defendants substantially assisted, the conduct giving rise to the alleged
breaches of fiduciary duty by the Individual Defendants; and (iv) each of ELM,
Bionova Mexico, the Registrant and Alfonso Romo Garza had knowledge of the
alleged contractual duties allegedly owned by DNAP to the plaintiffs and each of
such defendants intentionally caused DNAP to breach such alleged duties. The
plaintiffs claim to have been damaged by the alleged actions of the defendants
and therefore the plaintiffs seek unspecified actual and punitive damages as
well as reimbursement of their litigation costs and expenses.
The Registrant and DNAP believe the claims of the plaintiffs are without
merit and intend to vigorously defend against these claims.
-2-
<PAGE>
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
--------
2.1 Agreement and Plan of Merger dated January 26, 1996
among Empresas La Moderna, S.A. de C.V., Bionova, S.A.
de C.V., Bionova U.S. Inc., Bionova Acquisition, Inc.,
and DNA Plant Technology Corporation (filed as Exhibit
2.1 to the Registrant's Registration Statement on Form
S-4 (No. 333-09975) and incorporated herein by
reference)
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 21, 1997 DNAP HOLDING CORPORATION
By: /s/ ARTHUR H. FINNEL
-------------------------------------
Arthur H. Finnel,
Chief Financial Officer
-3-
<PAGE>
INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger dated January 26, 1996 among Empresas La
Moderna, S.A. de C.V., Bionova, S.A. de C.V., Bionova U.S. Inc., Bionova
Acquisition, Inc., and DNA Plant Technology Corporation (filed as
Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 (No.
333-09975) and incorporated herein by reference)
-4-
