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):
September 29, 2000
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ORASURE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10492 36-4370966
(State or other (Commission (IRS Employer
jurisdiction File No.) Identification No.)
of incorporation)
8505 SW Creekside Place
Beaverton, Oregon 97008-7108
(Address of principal executive offices) (Zip code)
(503) 641-6115
(Registrant's telephone number, including area code)
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Items 2. Acquisition or Disposition of Assets
On September 29, 2000, STC Technologies, Inc., a Delaware corporation
("STC"), and Epitope, Inc., an Oregon Corporation ("Epitope"), were merged (the
"Mergers") into OraSure Technologies Inc. ("Registrant"), a new corporation that
was formed under Delaware law solely for the purposes of combining the two
companies and changing the state of incorporation of Epitope from Oregon to
Delaware. The companies were merged pursuant to that certain Agreement and Plan
of Merger, dated May 6, 2000 (the "Merger Agreement"), by and among Epitope, the
Registrant and STC. The shareholders of STC and Epitope approved the Merger
Agreement on September 29, 2000.
The Mergers are being accounted for as a "pooling of interests."
The agreement is a $260 million all stock deal. As a result of the Mergers
(i) each share of STC common stock was converted into the right to receive five
and two hundred ninety-six one thousandths (5.296) shares of Registrant's common
stock and (ii) each share of Epitope common stock was converted into the right
to receive one share of Registrant's common stock.
Epitope and STC mailed a definitive joint proxy statement/prospectus (the
"Joint Proxy Statement/Prospectus") to their respective stockholders on August
31, 2000, which sets forth certain information regarding the Mergers, the
Registrant, Epitope and STC, including, but not limited to, the manner of the
Mergers, the nature of any material relationships between Registrant, Epitope
and STC or any officer or director of such parties and the nature of Epitope's
and STC' business. The Joint Proxy Statement/Prospectus is incorporated herein
as Exhibit 20.1. In addition, the foregoing summary is qualified in its entirety
by reference to the Merger Agreement, which is incorporated herein as Exhibit
2.1.
OraSure's common stock is registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). OraSure is deemed to be
the successor to Epitope's prior Exchange Act registration, under Rule 12g-3(a)
promulgated under the Exchange Act.
Item 5. Other Events
In connection with the Mergers, the Registrant's board of directors was
reduced from nine to seven members. In addition, six members of the board -- W.
Charles Armstrong, Andrew S. Goldstein, G. Patrick Sheaffer, Robert J. Zollars,
Margaret H. Jordan and Michael J. Paxton -- resigned as directors of the
Registrant.
The Registrant's articles of incorporation divides the board of directors
into three classes of directors, with the directors serving staggered terms of
three years and until their respective successors are duly elected and qualified
or until their respective earlier resignation or removal. The board of directors
presently is composed of six persons, three of whom were designated by Epitope
at the time of the Mergers and three of whom were designated by STC at the time
of the Mergers. There remains one vacancy on the board.
The six persons presently serving on the board of directors are Frank G.
Hausmann, Roger L. Pringle, Robert D. Thompson, Michael G. Bolton, William W.
Crouse, and Michael J. Gausling. Messrs. Hausmann and Bolton are designated as
Class I directors and have been
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appointed to a term expiring at the time of the annual meeting of shareholders
in 2001. Messrs. Pringle and Crouse are designated as Class II directors and
have been appointed to a term expiring at the time of the annual meeting of
shareholders in 2002. Messrs. Thompson and Gausling are designated as Class III
directors and have been appointed to a term expiring at the time of the annual
meeting of shareholders in 2003.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 7(a) of Epitope as of
September 30, 1999 and 1998 and for each of the three years ended
September 30, 1999, 1998, and 1997, are incorporated herein by reference
as Exhibit 20.2. The unaudited financial statements for the nine-months
ended June 30, 2000 and 1999, are incorporated herein by reference to
Exhibit 20.3.
The financial statements required by this Item 7(a) of STC as of
December 31, 1999 and 1998 and for each of the three years ended December
31, 1999, 1998 and 1997 together with unaudited financial statements for
the six-months ended June 30, 2000 and 1999, are incorporated herein by
reference as Exhibit 20.4.
(b) Pro Forma Financial Information.
The unaudited pro forma balance sheets as of June 30, 2000 and
September 30, 1999 and statements of operations for the nine-months ended
June 30, 2000 and 1999, and for the years ended September 30, 1999, 1998
and 1997, required by this Item 7(b) are incorporated by reference as
Exhibit 20.5
(c) Exhibits.
Exhibit No. Description
Exhibit 2.1 Agreement and Plan of Merger, dated May 6, 2000, by and
among Epitope, Inc., OraSure Technologies, Inc. (f/k/a
Edward Merger Subsidiary, Inc.) and STC Technologies,
Inc. (filed with the Registrant's Form S-4 Registration
Statement (File No. 333-39210) as ANNEX A thereto, and
incorporated herein by reference).
Exhibit 20.1 Joint Proxy Statement/Prospectus (filed as a part of the
Registrant's Form S-4 Registration Statement (File No.
333-39210) and incorporated herein by reference)..
Exhibit 20.2 Audited financial statements of Epitope as of September
30, 1999 and 1998 and for each of the three years ended
September 30, 1999, 1998, and 1997 (filed with Epitope's
Annual Report on Form 10-K for the year ended September
30, 1999, and incorporated herein by reference).
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Exhibit 20.3 Unaudited financial statements of Epitope for the
nine-months ended June 30, 2000 (filed with Epitope's
Quarterly Report on Form 10-Q for the nine-months ended
June 30, 2000, and incorporated herein by reference).
Exhibit 20.4 The financial statements of STC as of December 31, 1999
and 1998 and for each of the three years ended December
31, 1999, 1998 and 1997 together with unaudited
financial statements for the six-months ended June 30,
2000 and 1999 (filed as a part of the Registrant's Form
S-4 Registration Statement (File No. 333-39210) and
incorporated herein by reference).
Exhibit 20.5 Unaudited pro forma balance sheets as of June 30, 2000
and September 30, 1999 and statements of operations for
the nine-months ended June 30, 2000 and 1999, and for
the years ended September 30, 1999, 1998 and 1997 (filed
as a part of the Registrant's Form S-4 Registration
Statement (File No. 333-39210) 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.
ORASURE TECHNOLOGIES, INC.
Date: October 13, 2000 By: /s/ Charles E. Bergeron
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Charles E. Bergeron
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 2.1 Agreement and Plan of Merger, dated May 6, 2000, by and
among Epitope, Inc., OraSure Technologies, Inc. (f/k/a
Edward Merger Subsidiary, Inc.) and STC Technologies,
Inc. (filed with the Registrant's Form S-4 Registration
Statement (File No. 333-39210) as ANNEX A thereto, and
incorporated herein by reference).
Exhibit 20.1 Joint Proxy Statement/Prospectus (filed as a part of the
Registrant's Form S-4 Registration Statement (File No.
333-39210) and incorporated herein by reference)..
Exhibit 20.2 Audited financial statements of Epitope as of September
30, 1999 and 1998 and for each of the three years ended
September 30, 1999, 1998, and 1997 (filed with Epitope's
Annual Report on Form 10-K for the year ended September
30, 1999, and incorporated herein by reference).
Exhibit 20.3 Unaudited financial statements of Epitope for the
nine-months ended June 30, 2000 (filed with Epitope's
Quarterly Report on Form 10-Q for the nine-months ended
June 30, 2000, and incorporated herein by reference).
Exhibit 20.4 The financial statements of STC as of December 31, 1999
and 1998 and for each of the three years ended December
31, 1999, 1998 and 1997 together with unaudited
financial statements for the six-months ended June 30,
2000 and 1999 (filed as a part of the Registrant's Form
S-4 Registration Statement (File No. 333-39210) and
incorporated herein by reference).
Exhibit 20.5 Unaudited pro forma balance sheets as of June 30, 2000
and September 30, 1999 and statements of operations for
the nine-months ended June 30, 2000 and 1999, and for
the years ended September 30, 1999, 1998 and 1997 (filed
as a part of the Registrant's Form S-4 Registration
Statement (File No. 333-39210) and incorporated herein
by reference).
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