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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 2, 1998
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Biochem International Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-10005 39-1272816
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(Commission File Number) (I.R.S. Employer Identification No.)
W238 N1650 Rockwood Drive, Waukesha, Wisconsin 53188-1199
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(Address of Principal Executive Offices) (Zip Code)
(414) 542-3100
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(Registrant's Telephone Number, Including Area Code)
________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index on Page 4
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Item 5. Other Events.
On February 27, 1998, the registrant's stockholders approved the merger of DS
Medical Products Co. ("DS Medical") with and into the registrant, as well as an
amendment to the registrant's Certificate of Incorporation to increase the
number of its authorized shares of common stock from 14,000,000 to 24,000,000.
Those transactions became effective on March 2, 1998. DS Medical was a holding
company with no independent business operations. Its only asset was its
ownership of approximately 76.52% of the outstanding stock of the registrant.
As a result of the merger, there was no increase or decrease in the number of
outstanding shares of the common stock of the registrant (other than to account
for cancellation of fractional shares). The registrant acquired no assets or
liabilities as a result of the merger, and the merger is not expected to have
any effect on the business or operations of the registrant or on any of its
stockholders other than DS Medical. The effect of the merger was to cause the
shareholders of DS Medical, who were the indirect beneficial owners of the
registrant's shares owned by DS Medical, to become direct record owners of an
equivalent number of shares of the registrant.
The registrant has no plans, commitments or understandings for the issuance
of any of the newly-authorized common stock.
The merger and increase in authorized shares is discussed in greater detail
in the registrant's Information Statement and Notice of Appraisal Rights dated
February 5, 1998, filed in definitive form with the Securities and Exchange
Commission on February 5, 1998 (the "Information Statement").
Subsequent to distribution of the Information Statement, the registrant
determined that the actual number of shares of the registrant's common stock
owned by DS Medical prior to the merger was 9,985,000, rather than the
10,040,000 shares recited in the Information Statement. Accordingly, only
9,985,000 shares of the registrant's authorized but unissued common stock were
issued to the shareholders of DS Medical in connection with the merger. The
discrepancy between the number of shares of the registrant's common stock owned
by DS Medical as reflected in the Information Statement and the actual number
of shares owned by DS Medical prior to the consummation of the merger has no
effect on the number of the registrant's shares outstanding either before or
after the merger and otherwise has no effect on the registrant's minority
shareholders.
Item 7. Financial Statements and Exhibits.
The following exhibit is filed as a part of this report:
3.1 Composite form of registrant's Certificate of Incorporation, as amended
through March 2, 1998.
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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.
BIOCHEM INTERNATIONAL INC.
(Registrant)
Date: March 30, 1998 By:s/David H. Sanders
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(Signature)
David H. Sanders
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Name
Chairman
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Title
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EXHIBIT INDEX
Exhibit
Number Description
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3.1 Composite form of registrant's
Certificate of Incorporation, as amended
through March 2, 1998.
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Exhibit 3.1
COMPOSITE FORM
OF
CERTIFICATE OF INCORPORATION
OF
BIOCHEM INTERNATIONAL INC.
(as amended through March 2, 1998)
FIRST. The name of the corporation shall be BIOCHEM INTERNATIONAL INC.
SECOND. Its registered office in the State of Delaware is to be located at
1300 Market Street in the City of Wilmington, County of New Castle. The
registered agent in charge thereof is The Company Corporation at 1300 Market
Street, City of Wilmington.
THIRD. The nature of the business and the objects and purposes proposed to
be transacted, promoted and carried on, are to do any or all the things herein
mentioned, as fully and to the same extent as natural persons might or could
do, and in any part of the world, viz:
"The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the general Corporation Law of
Delaware."
FOURTH. The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 25,000,000, of which 24,000,000
shall be shares of common stock of the par value of $.02 per share (the "Common
Stock") and 1,000,000 shall be preferred stock of the par value of $1.00 per
share (the "Preferred Stock").
Upon the consummation of the merger of DS Medical Products Co. with and into
this Corporation, all of the 9,985,000 previously authorized, issued and
outstanding shares of the Common Stock theretofore owned by DS Medical Products
Co. will be returned to the status of authorized but unissued and thus be
available for issuance in connection with the general corporate purposes of the
Corporation, and following such merger the number of shares of the Common Stock
that the Corporation will be authorized to issue will be 24,000,000.
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the Common Stock and the
Preferred Stock are as follows:
Part 1. Common Stock Provisions
(a) Dividend rights. Subject to provisions of law and the preferences
of the Preferred Stock and of any other stock ranking prior to the Common Stock
as to dividends, the holders of the Common Stock shall be entitled to receive
dividends at such
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time and in such amounts as may be determined by the board of directors.
(b) Voting Rights. Except as provided by law and in this Certificate of
Incorporation, the holders of the Common Stock shall have one vote for each
share on each matter submitted to a vote of the stockholders of the
Corporation. Except as otherwise provided by law, by this Certificate of
Incorporation or by resolutions of the board of directors providing for the
issue of any series of Preferred Stock, the holders of the Common Stock shall
have sole voting power.
(c) Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provision for the payment of the debts and other liabilities of the
Corporation and the preferential amounts to which the holders of any stock
ranking prior to the Common Stock in the distribution of assets shall be
entitled upon liquidation, the holders of the Common Stock and the holders of
any other stock ranking on a parity with the Common Stock in the distribution
of assets upon liquidation shall be entitled to share in the remaining assets
of the Corporation according to their respective interests.
Part 2. Preferred Stock Provisions
(a) Authority of the Board of Directors to issue in series. The Preferred
Stock may be issued from time to time in one or more series. All shares of any
one series of Preferred Stock shall be identical except as to the dates of
issue and the dates from which dividends on shares of the series issued on
different dates shall cumulate, if cumulative. Authority is hereby expressly
granted to the board of directors to authorize the issue of one or more series
of Preferred Stock, and to fix by resolution or resolutions providing for the
issue of each such series the number of shares in such series and the voting
powers, designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
of such series, to the full extent now or hereafter permitted by law, subject
to any other provision of this Certificate of Incorporation.
FIFTH. The name and mailing address of the incorporator is as follows:
NAME: ADDRESS:
Patricia McLaughlin 1300 Market St., Wilmington, DE 19801
SIXTH. The powers of the incorporator are to terminate upon filing of the
certificate of incorporation, and the name(s) and mailing address(es) of
persons who are to serve as director(s) until the first annual meeting of
stockholders or until their successors are elected and qualify are as follows:
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Name and address of director(s)
G.J. Ruhr R 2 Box 714, Warsaw, Indiana 46580
R.A. Macur 5205 N. 107th Street, Milwaukee, Wisconsin 53225
SEVENTH. The Directors shall have power to make and to alter or amend the
By-Laws; to fix the amount to be reserved as working capital, and to authorize
and cause to be executed, mortgages and liens without limit as to the amount,
upon the property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
the authority to dispose, in any manner, of the whole property of this
corporation.
The By-Laws shall determine whether and to what extent the accounts and books
of this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any
account, or book of document of this Corporation, except as conferred by the
law or the By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and
keep the books, documents and papers of the corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from
the terms of any other clause or paragraph in this certificate of
incorporation, but that the objects, purposes and powers specified in the Third
paragraph and in each of the clauses or paragraphs of this charter shall be
regarded as independent objects, purposes and powers.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws
of the State of Delaware, do make, file and record this Certificate and do
certify that the facts herein are true, and I have accordingly hereunto set my
hand.
DATED AT: 4/17/76
State of Delaware
County of New Castle
/Patricia McLaughlin/
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