5SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 15, 1999
Date of Report (Date of earliest event reported)
BIOMET, INC.
(Exact name of registrant as specified in its charter)
Indiana 0-12515 35-1418342
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
Airport Industrial Park 46581-0587
P.O. Box 587 (Zip Code)
Warsaw, Indiana
(Address of principal executive offices)
Registrant's telephone number, including area code (219) 267-6639
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Item 2. Acquisition or Disposition of Assets
On December 15, 1999, Biomet, Inc. ("Biomet") completed the merger of
Implant Innovations International Corporation ("Implant") with and into
Palm Acquisition Corp., a wholly-owned subsidiary of Biomet. Upon
completion of the merger, Palm Acquisition Corp. changed its name to
Implant Innovations Holding Corporation. In connection with this
merger, Biomet issued approximately 5.2 million Biomet common shares to
the individuals and entities holding shares of Implant on the closing
date. This merger was accounted for as a pooling-of-interests
transaction. Under this method of accounting, the recorded historical
cost basis of the assets and liabilities of Biomet and Implant for the
entire fiscal period in which the combination occurred, and the
historical results of operations of the separate companies for fiscal
years prior to the merger, are combined and reported as the results of
operations of the combined company. If the merger fails to qualify for
pooling-of-interests accounting treatment, the purchase method of
accounting will be applied.
Through its subsidiaries, Implant designs, develops, manufactures,
markets and distributes oral reconstruction products including a
proprietary line of dental implants, healing abutments and surgical
products along with regenerative membrane products manufactured by W.L.
Gore and Associates, Inc. and synthetic bone substitute material
manufactured by Orthovita, Inc.
Implant markets its products to dental professionals involved in the
implant procedure, including oral surgeons, periodontists,
implantologists, general dentists and prosthodontists. Implant markets
and distributes its products through a direct sales force in the United
States, Germany, Canada, the United Kingdom, Spain, Switzerland,
Denmark and Mexico. It markets its products in other international
markets through its exclusive independent distributors. Implant's
manufacturing facilities are in Palm Beach Gardens, Florida.
Subsidiaries of Implant have sales offices in Germany, Canada, the
United Kingdom, Spain, Switzerland, Denmark and Mexico.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
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(c) Exhibits
2.01 Agreement and Plan of Merger, dated August 28, 1999, by and among
Biomet, Inc., Palm Acquisition Corp., Implant Innovations
International Corporation, Implant Innovations, Inc. and those
shareholders of Implant Innovations International Corporation
whose names appear on the signature pages of the Agreement.
(Incorporated by reference to Exhibit 2.1 to Biomet, Inc. Form
S-4 Registration Statement, File Number 333-88905).
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SIGNATURE
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.
BIOMET, INC.
By: /s/ Daniel P. Hann
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Daniel P. Hann, Senior Vice President
Dated: December 29, 1999
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EXHIBIT INDEX
Number Assigned
In Regulation
S-K Item 601 Description of Exhibit
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(2) 2.01 Agreement and Plan of Merger, dated August 28, 1999, by
and among Biomet, Inc., Palm Acquisition Corp., Implant
Innovations International Corporation, Implant
Innovations, Inc. and those shareholders of Implant
Innovations International Corporation whose names
appear on the signature pages of the Agreement.
(Incorporated by reference to Exhibit 2.1 to Biomet,
Inc. Form S-4 Registration Statement, File Number
333-88905).
