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): September 15, 2000
HAEMONETICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 1-10730 04-2882273
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
400 Wood Road
Braintree, MA 02184
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (781) 848-7100
Item 2. Acquisition or Disposition of Assets
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On September 18, 2000, Haemonetics Corporation, a Massachusetts
corporation ("Haemonetics") completed the acquisition of Transfusion
Technologies Corporation, a Delaware Corporation ("Transfusion") pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") dated September
4, 2000 among Haemonetics, Transfusion, Transfusion Merger Co., the holders
of a majority of outstanding shares of Preferred and Common Stock of
Transfusion and certain principals of Transfusion. The acquisition was
effected in the form of a merger (the "Merger") of Transfusion Merger Co.,
a wholly-owned subsidiary of Haemonetics, with and into Transfusion.
Transfusion was the surviving corporation in the merger. Transfusion
[designs and develops blood separation systems based on centrifuge
technology called the Dynamic Disk(TM).
Upon effectiveness of the Merger on September 15, 2000 (the
"Effective Time"), Transfusion became a wholly-owned subsidiary of
Haemonetics and the shares of common stock of Transfusion issued and
outstanding immediately prior to the Effective Time were converted into the
right to receive an aggregate of $1,587,618, the shares of preferred stock
of Transfusion issued and outstanding immediately prior to the Effective
Time (other than those shares held by Haemonetics) were converted into the
right to receive an aggregate of $32,906,948 and an outstanding warrant to
purchase 100,000 shares of common stock was converted into the right to
receive $137,000, for a total of $34,631,566 to be paid by the Company at
the Effective Time, less certain escrow holdback amounts. The Merger
Agreement also provides for a cash adjustment to certain of the amounts
paid in the Merger based upon the amount of Transfusion's gross cash (as
defined in the Merger Agreement) immediately after the Effective Time.
The amount of consideration paid by Haemonetics was determined
through arms-length negotiation between Haemonetics and Transfusion. There
was no material relationship between Transfusion or its stockholders and
Haemonetics or any of its affiliates, directors or officers, or any
associate of a director or officer of Haemonetics, except that Haemonetics
had a 19.8% ownership interest in Transfusion immediately prior to the
Effective Time as a result of the acquisition in November 1999 of shares of
Transfusion preferred stock. When Haemonetics purchased preferred stock in
Transfusion in November 1999, it became the exclusive distributor of
Transfusion's OrthoPAT autotransfusion system outside North America.
The source of the cash consideration paid in the Merger was
Haemonetics' working capital.
In connection with the Merger, certain employment arrangements were
entered into by Haemonetics with certain key employees and consultants of
Transfusion, who were stockholders of Transfusion immediately prior to the
Merger.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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Pursuant to Item 7 of Form 8-K, the financial information
required by Item 7(a) will be filed by amendment within 60
days after the date that this initial report on Form 8-K must
be filed.
(b) Pro Forma Financial Information.
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Pursuant to Item 7 of Form 8-K, the financial information
required by Item 7(b) will be filed by amendment within 60
days after the date that this initial report on Form 8-K must
be filed.
(c) Exhibits.
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2.1 Agreement and Plan of Merger dated September 4, 2000.
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.
HAEMONETICS CORPORATION
Date: September 28, 2000 By: /s/Ronald J. Ryan
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Ronald J. Ryan
Senior Vice President
and Chief Financial Officer
