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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 9, 2000
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HORIZON MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 000-24025 58-1882343
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
ONE HORIZON WAY
P.O. BOX 627
MANCHESTER, GEORGIA 31816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 706-846-3126
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 9, 2000, Horizon Medical Products, Inc. ("Horizon") consummated the
acquisition (the "Acquisition") of certain assets used in the manufacture and
sale of medical devices by Ideas for Medicine, Inc. ("IFM"), a wholly-owned
subsidiary of CryoLife, Inc. ("CryoLife"). The Acquisition was consummated
pursuant to an Asset Purchase Agreement, dated October 9, 2000, by and between
IFM and Horizon (the "Asset Purchase Agreement"). The following summary of the
transaction is qualified in its entirety by the more detailed information
contained in the copy of the Asset Purchase Agreement included as Exhibit 2.1 to
this Current Report.
The Acquisition effectively completes the acquisition by Horizon of the IFM
product line which was acquired in September of 1998. In addition to the
purchase of assets, consisting primarily of inventory and leasehold
improvements, Horizon also assumed control of IFM's approximately 30,000 square
foot manufacturing facility in St. Petersburg, Florida and the eighty (80)
employees there. The acquired assets will continue to be used by Horizon in the
manufacture and sale of the IFM product line, and Horizon may consider using
such assets to manufacture additional products in the future.
Horizon purchased the IFM product line from IFM in 1998, and Horizon and IFM
signed a four-year agreement (the "Manufacturing Agreement") under which IFM
agreed to manufacture the IFM product line for Horizon. Horizon has been in
default under the Manufacturing Agreement since June 1999. The Acquisition is
the result of negotiations between Horizon and CryoLife to resolve the
differences resulting from the default.
As consideration for the Acquisition, Horizon agreed to pay IFM the sum of
approximately $5.9 million (the "Purchase Price"), which reflects the fully
absorbed cost of the acquired inventory together with the book value of the
fixed assets acquired. The Purchase Price is payable pursuant to a promissory
note (the "Note") in twenty-two (22) equal monthly installments of principal and
interest of $140,000 and a $1 million payment upon the earlier of April 3, 2001
or the closing of an equity financing, as described in the Asset Purchase
Agreement. This payment schedule assumes that all payments due under the Note
are made on a timely basis. The Note consists of a portion, equal to
approximately $3.8 million, which bears interest at 9% per year, and a
non-interest-bearing portion of approximately $2.1 million. The Note also
requires an additional $1 million principal payment prior to April 3, 2001. If
the $1 million payment under the Note is made when due, and no other defaults
exist under the Note, then $1 million of the non-interest-bearing portion of the
Note will be forgiven. In addition, at such time as the principal balance has
been paid down to $1.1 million, and assuming that there have been no defaults
under the Note, the remainder of the Note will be forgiven, and the Note will be
cancelled.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
It is currently impracticable to provide the IFM financial statements
required by this item. Such financial statements will be filed on an
amendment to this Current Report on Form 8-K as soon as practicable,
but not later than 60 days after the required filing date hereof.
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(b) Pro Forma Financial Information.
It is currently impracticable to provide the pro forma financial
information required by this item. Such financial statements will be
filed on an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than 60 days after the required filing date
hereof.
(c) Exhibits.
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Exhibit Number Description
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2.1 Asset Purchase Agreement, by and between Ideas for
Medicine, Inc. and Horizon Medical Products, Inc., dated
October 9, 2000. Pursuant to Item 601(b) of Regulation
S-K, Horizon has omitted certain Schedules and Exhibits
to the Asset Purchase Agreement (all of which are listed
therein) from this Exhibit 2. Horizon hereby agrees to
furnish supplementally a copy of any such omitted item
to the Securities and Exchange Commission upon its
request.
99.1 Press release dated October 11, 2000.
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HORIZON MEDICAL PRODUCTS, INC.
SIGNATURE
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.
HORIZON MEDICAL PRODUCTS, INC.
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(Registrant)
October 19, 2000 By: /s/ Robert M. Dodge
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Senior Vice-President and
Chief Financial Officer
