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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 and 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 29, 1996
BIOSPHERICS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
12051 Indian Creek Court, Beltsville, MD 20705
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (301) 419-3900
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Item 2. Acquisition or Disposition of Assets
Biospherics Incorporated ("Registrant") sold substantially all of the
assets and business constituting its environmental and laboratory services
business to ManTech Environmental Corporation ("ManTech"), a wholly-owned
subsidiary of ManTech International Corporation.
The sale closed on February 29, 1996 pursuant to the terms of an Asset
Purchase Agreement dated as of February 27, 1996 (the "Purchase Agreement").
A portion of the purchase price (approximately $185,000) was paid at closing;
an additional amount based upon the receivables and work-in-process in
existence on the date of closing is payable on or before March 14, 1996 (it
is anticipated that such an additional amount will approximate $321,000).
Further, the Purchase Agreement provides that in the event certain
contingencies occur within 60 days of the closing date, Registrant will sell
to ManTech certain additional assets relating to its environmental and
laboratory services division. If such contingencies occur, it is anticipated
that Registrant will be entitled to an additional purchase price of
approximately $70,700.
Item 7. Financial Statements and Exhibits
It is impracticable to include the pro forma financial information with
this Form 8-K. Such information will be filed as soon as is practicable, and
in any event, within 60 days after the latest date this Form 8-K must be
filed.
A copy of the Purchase Agreement has been attached to the 1995
Form 10KSB (Exhibit 10.7).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOSPHERICS INCORPORATED
Date: March 18, 1996 By: /s/ Richard C. Levin
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Richard C. Levin,
Vice President
