SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: March 14, 1997
INCSTAR Corporation
(Exact name of registrant as specified in its charter)
Minnesota 1-9800 41-1254731
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
1990 INDUSTRIAL BOULEVARD
STILLWATER, MINNESOTA 55082
(Address of principal executive offices) (Zip Code)
(612) 439 9710
(Registrants telephone number, including area code)
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ITEM 5. OTHER EVENTS
INCSTAR Corporation announced on March 10, 1997 that it has signed a
definitive agreement with American Standard Inc., a wholly owned
subsidiary of American Standard Companies Inc., for the acquisition of
INCSTAR in a one-step cash merger pursuant to which holders of INCSTAR
Common Stock would receive $6.32 per share in cash. (See press release
attached as Exhibit # 1)
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INCSTAR Corporation
(Registrant)
March 14, 1997 By /s/Thomas P. Maun
Thomas P. Maun
Chief Financial Officer
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Exhibit # 1
INCSTAR CORPORATION ANNOUNCES DEFINITIVE
AGREEMENT REGARDING CASH MERGER
STILLWATER, MINNESOTA--MARCH 10, 1997: INCSTAR Corporation (Nasdaq: ISTR)
today announced that it has signed a definitive agreement with American
Standard Inc., a wholly owned subsidiary of American Standard Companies
Inc. (NYSE: ASD), for the acquisition of INCSTAR in a one-step cash merger
pursuant to which holders of INCSTAR Common Stock would receive $6.32 per
share in cash. The parties had previously announced a memorandum of
understanding on January 24, 1997, regarding the merger. The merger,
which has been approved by a Special Committee of independent directors
and the board of directors of INCSTAR, requires approval by a majority
shareholder vote, satisfaction of customary closing conditions and receipt
of regulatory approvals, including approval under the Hart-Scott-Rodino
Act. The merger is also subject to the completion by American Standard of
its agreement to acquire the European medical diagnostics business of
Sorin Biomedica S.p.A., which was announced today by American Standard.
INCSTAR is a medical immunodiagnostics company engaged in the development,
production and worldwide marketing of diagnostic tests. The Company
focuses its resources in the areas of bone and mineral metabolism,
endocrinology, and infectious and autoimmune diseases. INCSTAR markets
more than 200 products globally, through its direct sales force in North
America and internationally, through independent distributors and its
affiliated company, Sorin Biomedica, S.p.A. Sorin Biomedica, which owns
52 percent of INCSTAR, is a medical technology company with businesses
focused on the diagnostic, cardiovascular and hemodialysis segments of the
international healthcare market. INCSTAR shares are traded on the Nasdaq
National Market under the symbol ISTR.
