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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): AUGUST 5, 1999
QUIDEL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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Delaware 0-10961 94-2573850
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10165 McKellar Court, San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (619) 552-1100
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Quidel issued the press release attached hereto as Exhibit 99.1 on August
11, 1999, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Text of press release issued by Quidel on August 11, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUIDEL CORPORATION
A DELAWARE CORPORATION
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By: /s/ CHARLES J. CASHION
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Charles J. Cashion
SENIOR VICE PRESIDENT CORPORATE
OPERATIONS,
CHIEF FINANCIAL OFFICER
AND SECRETARY
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Date: August 11, 1999
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Charles J. Cashion
Chief Financial Officer
QUIDEL
(619) 552-7962
Christa Cerciello
Manager, Investor Relations
QUIDEL
(619) 646-8031
QUIDEL CORPORATION COMPLETES ACQUISITION OF METRA BIOSYSTEMS
Quidel expands product line into osteoporosis diagnostics
SAN DIEGO, August 11, 1999 -- Quidel Corporation (Nasdaq: QDEL) announced
today that it has completed its acquisition of Metra Biosystems, Inc. through
a merger of its wholly owned subsidiary, MBS Acquisition Corporation, into
Metra Biosystems. On July 13, 1999, Quidel acquired approximately 93% of the
outstanding Metra Biosystems shares through its $1.78 per share tender offer.
The remaining outstanding Metra Biosystems shares were converted into the
right to receive $1.78 share in cash effective August 5, 1999, after receiving
confirmation of the merger from the State of California on August 10, 1999.
"With the completion of the acquisition, Quidel is now poised to participate
in bone health assessment, particularly in the growing market of
osteoporosis, an area of diagnostics in which Metra Biosystems is a proven
leader," stated Donna McGill, vice president, women's health at Quidel.
"Metra's products provide a strategic opportunity to expand Quidel's presence
in women's health."
Quidel has assumed responsibility for Metra's distribution agreements and
strategic collaborations with major diagnostic and pharmaceutical companies,
including Abbott Laboratories, Beckman-Coulter, Inc., Bayer Corporation,
Diagnostic Products Corporation, Sumitomo Pharmaceuticals and others which
complement Quidel's corporate partnering strategy.
Quidel will continue to develop and commercialize Metra's portfolio of
diagnostic products for research and clinical use that provide physicians
with comprehensive clinical information regarding the metabolism of bone and
other connective tissues. With Metra's fourteen immunodiagnostic products,
including Pyrilinks -Registered Trademark- -D -- the Dpd bone resorption
test, and its new QUS-2 -TM- calcaneal (heel) ultrasonometer, Quidel believes
it is now the only U.S. company to offer both immunodiagnostic and scanning
technologies for the assessment and management of bone health.
In addition to the Metra products, Quidel Corporation discovers, develops,
manufactures and markets point-of-care rapid diagnostics for the detection of
human medical conditions and illnesses. These products provide simple,
accurate and cost-effective diagnoses for acute and chronic conditions in the
areas of women's health and infectious diseases. Quidel's products are sold
to professionals in the physician's office and clinical laboratories and to
consumers through organizations that provide private label, store brand
products.
This press release contains forward-looking statements regarding Quidel and
the combined companies of Quidel and Metra Biosystems and their future
activities within the meaning of the federal securities laws that involve
material risks and uncertainties. Many factors could affect future financial
results and performance, such that actual results and performance may differ
materially. Operating results may also be affected due to a number of
factors, including, without limitation, Quidel's ability to reduce costs
through consolidation of operations, seasonality, adverse changes in
competitive and economic conditions in domestic and international markets,
actions of major distributors, manufacturing and productions delays or
difficulties, adverse actions or delays in product reviews by the FDA, and
the lower acceptance of new products than anticipated. Please see the
discussion of these factors in the companies' annual reports, Form 10-K's and
Quidel's subsequent quarterly reports on Form 10-Q. Pyrilinks -Registered
Trademark- -D and QuS-2 -TM- are registered trademarks of Metra Biosystems,
Inc.
