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 3, 1997
KENDLE INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
Ohio 000-23019 31-1274091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
441 Vine Street, Suite 700, Cincinnati, Ohio 45202
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 381-5550
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On September 3, 1997, the Registrant acquired GMI Gesellschaft
fur Angewandte Mathematik und Informatik mbH ("gmi"), based in Munich, Germany.
The cost of the acquisition was approximately $9,326,000 in cash and 191,304
shares of Common Stock of the Registrant valued at the August 22, 1997 initial
public offering price of $14 per share. The cash was provided from the net
proceeds of the Company's August 22, 1997 initial public offering of common
stock.
Founded in 1983, gmi provides a wide range of clinical drug development
services including Phase II to Phase IV clinical trials and has experience in a
variety of national and international projects across a wide range of diseases.
gmi also engages in scientific consulting, the planning, realization and
evaluation of health economic studies and also conducts seminars, in-house
training programs and presentations. gmi operates primarily in Germany, but has
conducted trials in six additional countries including Austria, the United
Kingdom, Switzerland and France. In 1996, gmi participated in 119 studies at
multiple sites and recorded net revenues of $7.0 million, a 32% increase over
the prior year, and operating profit of $1.4 million, a 16% increase over the
prior year.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements:
Balance Sheets as of December 31, 1995 and 1996; and June 30,
1997 (Unaudited)
Statements of Operations for the years ended December 31, 1995
and 1996; and for the six months ended June 30, 1996 and 1997
(Unaudited)
Statements of Changes in Shareholders' Equity for the years ended
December 31, 1995 and 1996; and for the six months ended June 30,
1997 (Unaudited)
Statements of Cash Flows for the years ended December 31, 1995
and 1996; and for the six months ended June 30, 1996 and 1997
(Unaudited)
(b) Pro Forma Financial Information
(c) Exhibits
10. Share Purchase Agreement Dated July 2, 1997 by and among the
Registrant and Shareholders of GMI Gesellschaft fur
Angewandte Mathematik und Informatik mbH
23. Consent of Coopers & Lybrand GmbH
The financial statements and pro forma financial information are
incorporated by reference to the prospectus filed pursuant to Rule 424(b) to
Registration Statement No. 333-30581 beginning on Page F-18 with respect to the
financial statements and beginning on Page 18 with respect to the pro forma
financial information. Exhibit 10 is incorporated by reference to Registration
Statement No. 333-30581.
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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.
KENDLE INTERNATIONAL INC.
Date: September 18, 1997 By: /s/Timothy M. Mooney
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Timothy M. Mooney
Vice President -
Chief Financial Officer
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on Form 8-K
of our report dated May 7, 1997, on our audit of the financial statements of gmi
gesellschaft fur angewandte mathematik und informatik mbH, Munich as of December
31, 1996 and 1995, and for each of the two years in the period ended December
31, 1996, appearing in the registration statement on Form S-1 (SEC File No.
333-30581) of Kendle International Inc. filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.
Coopers & Lybrand
Wirtschaftsprufungsgesellschaft GmbH
Munich, Germany
September 16, 1997
