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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
FINAL AMENDMENT
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF SECURITIES EXCHANGE ACT OF 1934)
BIOSEARCH MEDICAL PRODUCTS, INC.
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(Name of the Issuer)
Joint filing by:
BIOSEARCH MEDICAL PRODUCTS, INC.; HYDROMER, INC.; MANFRED F. DYCK,
ROBERT J. MORAVSIK, URSULA M. DYCK AND MARTIN C. DYCK
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(Name of Person Filing Statement)
COMMON STOCK
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(Title of Class of Securities)
090660 20 0
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(CUSIP Number of Class of Securities)
ROBERT J. MORAVSIK, GENERAL COUNSEL
BIOSEARCH MEDICAL PRODUCTS, INC., 35A INDUSTRIAL PARKWAY, SOMERVILLE, NJ 08876
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communication on Behalf of Person Filing Statement)
This statement is filed in connection with (Check appropriate box)
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or rule
13E-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials of information statement
referred to in checking box (a) are preliminary copies.
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Rule 13e-3 Transaction Statement
INTRODUCTION
This final amendment amends and supplements the transaction statement, Schedule
13E-3, dated June 8, 1999, as amended August 2, 1999, August 6, 1999, October 1,
1999, November 2, 1999 and November 11, 1999, filed by Biosearch Medical
Products, Inc., Hydromer, Inc., Manfred F. Dyck, Robert J. Moravsik, Ursula M.
Dyck and Martin C. Dyck, pursuant to Section 13(e) of the Securities Exchange
Act and Rule 13E-3 thereunder, in connection with the Information Statement on
Schedule 14A filed with the Securities Exchange Commission (SEC) by Biosearch
Medical Products, Inc. on June 1, 1999, as amended June 8, 1999, August 2, 1999,
August 6, 1999, October 1, 1999, November 2, 1999 and November 11, 1999 and the
definitive Information Statement filed on Schedule 14A filed by Biosearch
Medical Products Inc. with the SEC on November 22, 1999.
Item 16. Additional Information.
At the Annual Meeting of Shareholders of Biosearch Medical Products, Inc.
held on February 2, 2000, the shareholders of Biosearch Medical Products, Inc.
approved a plan by which the issued and outstanding common shares of Biosearch
Medical Products, Inc. were acquired by Hydromer, Inc. and converted to a right
to receive $0.20 per share pursuant to the provisions of Chapter 10 of the New
Jersey Business Corporation Act. The exchange became final on February 3, 2000
with the filing of the Certificate of Exchange with the Division of Commercial
Recording of the State of New Jersey. As a result of the Exchange, Hydromer Inc.
became the owner of 100% of the issued and outstanding shares of Biosearch
Medical Products, Inc. Shares of Biosearch Medical Products Inc. held by persons
other than Hydromer, Inc. have been converted to the right to receive
consideration of $0.20 per share.
Item 17. Exhibits.
Item 17 is amended and supplemented as follows:
(d) (1) Certificate of Exchange filed with the Division of Commercial recording
of the State of New Jersey
(d) (2) press Release issued by Hydromer, Inc. on February 3, 2000.
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SIGNATURES
FEBRUARY 3, 2000
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(Date)
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
On behalf of Hydromer, Inc. and as an affiliated person
/s/ MANFRED F. DYCK
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Manfred F. Dyck, C.E.O Hydromer, Inc.
Director of Hydromer, Inc.
An affiliated person
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
On behalf of Biosearch Medical Products, Inc. and as an affiliated person
/s/ MARTIN C. DYCK
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Martin C. Dyck, President, Biosearch Medical Products, Inc.
Director of Biosearch Medical Products, Inc.
An affiliated person
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ URSULA M. DYCK
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Director of Hydromer, An affiliated person
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ ROBERT J. MORAVSIK
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Vice President, General Counsel and Secretary of Biosearch Medical Products,
Inc.
Vice President and General Counsel of Hydromer, Inc. a filing person.
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CERTIFICATE OF EXCHANGE
BY AND BETWEEN
HYDROMER, INC.
AND
BIOSEARCH MEDICAL PRODUCTS, INC.
The undersigned, pursuant to Section 14A:10-13 of the New Jersey Business
Corporation Act, do hereby certify as follows:
1. Biosearch Medical Products, Inc. ("BMP"), the acquired corporation,
is incorporated under the laws of the State of New Jersey. Hydromer Inc.,
("HYDI"), the acquiring corporation, is incorporated under the laws of the
State of New Jersey.
2. BMP is to be acquired by HYDI pursuant to the Plan of Exchange
attached hereto as Exhibit A (the "Plan") incorporated herein by reference.
3. The Shareholders of BMP approved the Plan at a meeting of
Shareholders held on February 2, 2,000. The vote approving the Plan was as
follows:
Number of Common Shares
entitled to vote on
the Plan 2,202,997
Shares voted in favor
of the Plan 1,903,828
Shares voted against
the Plan 48,835
4. The Plan was approved by the Board of Directors of HYDI by
unanimous written consent dated May 18, 1999, and was approved by the Board
of Directors of BMP by unanimous vote at a meeting held on May 27, 1999.
5. The Plan shall become effective upon the filing of this Certificate
of Exchange with the Division of Commercial Recording of the State of New
Jersey.
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IN WITNESS WHEREOF, each of the undersigned corporations have caused this
Certificate of Exchange to be executed by their duly authorized officers and
their respective corporate seals affixed hereto as of the third day of February,
2000.
ATTEST: BIOSEARCH MEDICAL
PRODUCTS, INC.
/s/ ROBERT J. MORAVSIK By:/s/ MARTIN C.DYCK
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Robert J. Moravsik, Secretary Martin C. Dyck, President
ATTEST: HYDROMER, INC.
/s/ ROBERT D. FRAWLEY By: /s/ MANFRED F. DYCK
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Robert D. Frawley, Secretary Manfred F. Dyck, President
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d(1) exhibit
PLAN OF EXCHANGE
BY AND BETWEEN
HYDROMER, INC.
AND
BIOSEARCH MEDICAL PRODUCTS, INC.
This is a Plan Of Exchange ("PLAN") by and between Hydromer Inc., a
corporation of the State of New Jersey ("HYDI " or "Acquiring Corporation") and
BioSearch Medical Products, Inc. a corporation of the State of New Jersey
("BMP").
I. PLAN OF EXCHANGE
1.01. A PLAN by which the issued and outstanding common shares of BMP are
acquired by HYDI and converted to a right to receive $0.20 per BMP share
pursuant to the provisions of Chapter 10 of the New Jersey Business Corporation
Act is adopted as follows:
(a) On the EFFECTIVE DATE, all the issued and outstanding common
shares of BMP shall be deemed to be acquired by HYDI.
(b) On the EFFECTIVE DATE, each issued and outstanding common share
of BMP shall be converted into a right to receive $0.20. Each
holder of issued and outstanding BMP shares on the EFFECTIVE DATE
shall be entitled to receive, upon surrender to HYDI or its
transfer agent of a certificate or certificates representing such
shares in accordance with such reasonable procedures and
conditions with respect to such surrender as HYDI and BMP shall
establish, a check for a cash amount representing that number of
BMP shares surrendered multiplied by $0.20. Certificates for BMP
shares not surrendered to HYDI shall, after the EFFECTIVE DATE,
be deemed to represent such right to receive $0.20 for each BMP
share represented by such certificate.
(c) When this PLAN shall become effective, BMP shall continue its
corporate existence as a wholly owned subsidiary of HYDI, and the
Certificate of Incorporation of BMP, as existing on the EFFECTIVE
DATE shall continue in full force and effect as the Certificate
of Incorporation of BMP until altered, amended or repealed as
provided in the Certificate or as provided by law.
(d) Warrants, options and rights to purchase shares of BMP shall be
converted to rights to purchase a cash payment of $0.20. Options
to purchase shares of BMP which have an exercise price of less
than $0.20 shall be redeemed by the payment to the holder of such
option of the difference between the exercise
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price and $0.20. Options to purchase shares of BMP which have an
exercise price of greater than $0.20 shall be extinguished.
(e) The Certificate of Incorporation of HYDI, as existing on the
EFFECTIVE DATE, shall continue in full force and effect as the
Certificate of Incorporation of the Acquiring Corporation until
altered, amended or repealed as provided in the Certificate or as
provided by law.
1.02. The effective date of the PLAN ("EFFECTIVE DATE") shall be upon
recordation with the Division of Commercial Recording in the State of New
Jersey.
II. REPRESENTATIONS AND WARRANTIES OF CONSTITUENT CORPORATIONS
2.01. HYDI represents and warrants to BMP that it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New Jersey with corporate power and authority to own property and
carry on its business as it is now being conducted, and to enter into and
carry out the terms of this PLAN OF EXCHANGE.
2.02. (a) BMP represents and warrants to the HYDI that BMP is a
corporation duly organized, validly existing and in good standing
under the laws of the State of New Jersey with corporate power
and authority to own property and carry on its business as it is
now being conducted. and to enter into and carry out the terms of
this PLAN OF EXCHANGE.
(b) BMP has an authorized capital of 5,000,000 shares of common
stock of which, prior to the EFFECTIVE DATE, 2,202,878 shares are
validly issued and outstanding and 257,000 are subject to
warrants, options and rights to purchase.
III. COVENANTS AND OBLIGATIONS PRIOR TO THE EFFECTIVE DATE
3.01. Pending consummation of this PLAN, each of the constituent
corporations will carry on its business in substantially the same manner as
before and will use its best efforts to maintain its business organization
intact, to retain its present employees, and to maintain its relationships with
suppliers and other business contacts.
IV. DIRECTORS AND OFFICERS
4.01. (a) The Board of Directors of BMP on the EFFECTIVE DATE shall
serve as the Board of Directors until until their successors have
been elected and qualified.
(b) If a vacancy shall exist on the Board of Directors of the BMP
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on the EFFECTIVE DATE, the vacancy may be filled as provided in
the By-laws of BMP.
V. BY-LAWS
5.01. The By-laws of HYDI and BMP as existing on the EFFECTIVE DATE
shall continue in full force until altered, amended or repealed as provided in
such By-laws or as provided by law.
VI. TERMINATION
6.01. This Plan may be terminated and abandoned at any time prior to
the EFFECTIVE DATE at the election of the Board of Directors of HYDI or
BMP. If between the date of this PLAN and on the EFFECTIVE DATE there shall
have been in the opinion of such Board of Directors any materially adverse
change in the business or condition, financial or otherwise, of either
corporation.
VII. MISCELLANEOUS
7.01. The validity, interpretation and performance of this PLAN shall
be governed by, construed and enforced in accordance with the laws of the
State of New Jersey.
7.02. The original executed copy of this PLAN is on file at the
principal place of business of HYDI, 35 Industrial Parkway, Branchburg, NJ
08876.
7.03. A copy of the PLAN will be furnished without cost to any
shareholder of BMP or HYDI upon request.
IN WITNESS WHEREOF, the parties hereto caused this PLAN to be executed by
their duly authorized officers and their respective corporate seals affixed
hereto on the twenty-seventh day of May, 1999.
HYDROMER INC.
ATTEST:
By: /s/ ROBERT D. FRAWLEY By: /s/ KENNETH BRICE
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Secretary Vice-President
BIOSEARCH MEDICAL PRODUCTS INC.
ATTEST:
By: /s/ ROBERT J. MORAVSIK By: /s/ MARTIN C. DYCK
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Secretary Vice-President
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FOR IMMEDIATE RELEASE
HYDROMER, Inc.
ANNOUNCES CLOSING OF BIOSEARCH, Inc. PURCHASE
SOMERVILLE, New Jersey, February 3, 2000, ---Hydromer, Inc.(OTC Bulletin
Board: HYDI) today announces that it concluded all the formalities involved in
the purchase of the stock of Biosearch Medical Products, Inc. On February 2,
2000 the stockholders of Biosearch Medical Products, Inc. voted in favor of
exchanging their shares for $0.20 per share. Today, the Hydromer Board of
Directors have concluded that all conditions of the exchange have been met and
authorized the filing of a Certificate of Exchange with the State of New Jersey.
The certificates held by the former Biosearch stockholders are now evidence of
the right to receive $0.20 per share; Hydromer will contact these certificate
holders and request they send in the certificates in exchange for the payment.
Manfred F. Dyck, C.E.O. and President of Hydromer indicated "This union of the
two companies will increase our ability to compete in the marketplace with more
extensive products and services, namely: production and coating of medical
devices on an OEM basis, the coating of products produced by others in the
medical, optical and industrial markets, the sale of cosmetic bases and coating
compounds and the building of custom coating machinery, incorporating the
proprietary processes and chemicals developed by Biosearch and Hydromer.
Hydromer and Biosearch have a long history of a cooperative working
relationship. Hydromer supplied a bulk of the medical coating solutions which
Biosearch has incorporated into its products as Biosearch holds the FDA
registration as a medical device manufacturer with designs and procedures that
have been reviewed under the FDA GMP's and the requirements set by ISO. This
union will increase the ability to devise better coatings and products on a
continual basis."
It is expected that the filing requirements with the SEC will be met before the
week ends. For further information, contact Bob Moravsik, General Counsel at
908-526-2828.
