SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 17, 1997
Innotech, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27746 54-1560349
(State or other (Commission (IRS Employee
jurisdiction File No.) Identification No.)
of incorporation)
5568 Airport Road, Roanoke, Virginia 24012
(Address of principal executive offices) (Zip code)
Registrant's telephone no., including area code: (540) 362-2020
TOTAL NUMBER OF PAGES: 8
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Item 1. Changes in Control of Registrant.
(a) Pursuant to an Agreement and Plan of Merger, dated
February 10, 1997 (the "Merger Agreement"), among Innotech, Inc.,
a Delaware corporation (the "Registrant"), Johnson & Johnson, a
New Jersey corporation ("J&J"), and INO Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of J&J
("INO"), INO commenced a tender offer (the "Offer") on February
18, 1997, for all the outstanding shares of common stock, par
value $.001 per share, of the Registrant (the "Shares") not
already owned by J&J, INO or any other subsidiary of J&J at a
price of $13.75 per share, net to the sellers in cash, without
interest (the "Offer Price"). The Offer was made pursuant to
the Offer to Purchase, dated February 18, 1997, and the related
Letter of Transmittal of INO.
The Offer expired at 12:00 midnight, New York City
time, on March 17, 1997. A total of 8,422,121 Shares, or
approximately 94% of the outstanding Shares, were tendered
pursuant to the Offer. Following expiration of the Offer, INO
accepted for payment, and paid for, all validly tendered Shares,
resulting in J&J's indirect beneficial ownership, through its
wholly-owned subsidiaries, INO and Johnson & Johnson Development
Corp., of 8,896,636 Shares, or approximately 99% of the total
number of Shares outstanding, resulting in a change in control of
the Registrant.
The consummation of the Offer and acceptance of payment
by INO of the Shares validly tendered pursuant thereto was
announced in a press release of the Registrant, dated March 19,
1997, and in a press release of J&J, dated March 18, 1997. A
copy of each such press release is attached hereto and
incorporated herein by reference.
Simultaneously with entering into the Merger Agreement, J&J
and INO entered into a Stockholder Agreement, dated as of
February 10, 1997 (the "Stockholder Agreement"), with Chase
Venture Capital Associates, L.P., CIBC Wood Gundy Ventures, Inc.
and Ronald D. Blum, O.D., Chairman of the Board and Chief
Executive Officer of the Registrant, pursuant to which such
stockholders agreed to tender in the Offer all of the Shares
beneficially owned by them (subject to certain exceptions).
Pursuant to the terms of the Stockholder Agreement, such
stockholders tendered all of their outstanding Shares,
relinquishing their equity ownership in the Registrant.
Pursuant to Section 253 of the Delaware General Corporation
Law (the "DGCL"), INO was merged (the "Merger") with and into the
Registrant, effective on March 21, 1997, when INO filed a
Certificate of Ownership and Merger with the Secretary of State
of Delaware. Under the DGCL, no action was required by the
stockholders of the Registrant, other than INO through its Board
of Directors, for the Merger to become effective. As a result of
the Merger (i) the Registrant became a wholly-owned subsidiary of
J&J and (ii) each Share issued and outstanding (other than Shares
held by J&J, INO or any other direct or indirect subsidiary of
J&J or subject to appraisal rights under Delaware law) was
converted into the right to receive $13.75 net per Share in cash,
without any interest (the "Merger Consideration").
The total amount of funds required by INO to consummate the
Offer and the Merger and to pay fees and expenses related thereto
is estimated by INO to be approximately $130 million. According
to J&J, the funds used to pay the Offer Price were advanced, and
the funds to be used to pay the Merger Consideration will be
advanced, to INO by J&J from available working capital.
In accordance with the terms of the Merger Agreement,
Gregory J. Forrest, Amitava Gupta, Ph.D., Ian M. Kidson, Michael
B. Packard and Damion E. Wicker, M.D. resigned as directors of
the Registrant on March 21, 1997. Subsequent to such
resignations, Ronald D. Blum, O.D., the sole remaining director
elected two J&J designees, Peter S. Galloway and James R. Hilton,
to become directors of the Registrant. As a result of such
actions, the Board of Directors is currently comprised of Ronald
D. Blum, O.D., Peter S. Galloway and James R. Hilton.
(b) Except as described above, to the best of the
Registrant's knowledge, there are no arrangements, including any
pledge by J&J or INO (or any other direct or indirect subsidiary
of J&J) of the Shares, the operation of which may at a subsequent
date result in a change in control of the Registrant.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated
February 10, 1997, between the Registrant,
Johnson & Johnson and INO Acquisition Corp.
(previously filed on February 18, 1997, with
the Securities and Exchange Commission as an
exhibit to the combined Schedule 14D-1 and
Schedule 13D of INO Acquisition Corp. and
Johnson & Johnson and incorporated herein by
reference).
2.2 Stockholder Agreement, dated as of February
10, 1996, among Johnson & Johnson, INO
Acquisition Corp., Chase Venture Capital
Associates, L.P., CIBC Wood Gundy Ventures,
Inc. and Ronald D. Blum, O.D. (previously
filed on February 18, 1997, with the
Securities and Exchange Commission as an
exhibit to the combined Schedule 14D-1 and
Schedule 13D of INO Acquisition Corp. and
Johnson & Johnson and incorporated herein by
reference).
99.1 Press Release of the Registrant, dated March
19, 1997.
99.2 Press Release of Johnson & Johnson, dated
March 18, 1997.
<PAGE>
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 thereunto duly
authorized.
INNOTECH, INC.
(Registrant)
Date: March 21, 1997 /s/ Ronald D. Blum
---------------------------
Ronald D. Blum
Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
2.1 Agreement and Plan of Merger, dated February 10,
1997, between the Registrant, Johnson & Johnson
and INO Acquisition Corp. (previously filed on
February 18, 1997, with the Securities and
Exchange Commission as an exhibit to the combined
Schedule 14D-1 and Schedule 13D of INO Acquisition
Corp. and Johnson & Johnson and incorporated
herein by reference).
2.2 Stockholder Agreement, dated as of February 10,
1996, among Johnson & Johnson, INO Acquisition
Corp., Chase Venture Capital Associates, L.P.,
CIBC Wood Gundy Ventures, Inc. and Ronald D. Blum,
O.D. (previously filed on February 18, 1997, with
the Securities and Exchange Commission as an
exhibit to the combined Schedule 14D-1 and
Schedule 13D of INO Acquisition Corp. and Johnson
& Johnson and incorporated herein by reference).
99.1 Press Release of the Registrant, dated March 19,
1997.
99.2 Press Release of Johnson & Johnson, dated March
18, 1997.
EXHIBIT 99.1
News Bulletin from FRB
The Financial Relations Board, Inc.
Re: Innotech, Inc.
5568 Airport Road
Roanoke, VA 24012-1311
(Nasdaq: IIII)
For Further Information:
At the Company:
Steve Bennington
President and C.O.O.
(540) 362-2020
At the Financial Relations Board:
General Information:
Jeff Bogart
(212) 611-8030
Analyst:
Kathy Brunson
(312) 266-7800
Media:
Deanne Eagle
(212) 661-8030
FOR IMMEDIATE RELEASE:
March 19, 1997
INNOTECH REACTS TO TENDER OFFER RESULTS
ROANOKE, Va., March 19, 1997-- Innotech, Inc. (Nasdaq:
IIII), a producer of lens products, desktop lens casting
systems and related consumables, expressed satisfaction
today at the outcome of Johnson & Johnson's $135 million
tender offer for the company's stock.
"We're delighted at our shareholders' response to Johnson &
Johnson's tender offer for our company's stock," Ronald D.
Blum, Innotech's chairman and chief executive officer, said.
"Over 94 percent of the outstanding shares have been
tendered and accepted--a highly successful conclusion to the
tender offer. Together with the 5% of the Company's stock
previously owned by Johnson & Johnson, it owns approximately
99% of the Company's shares."
Based in Roanoke, Va., Innotech, Inc. develops, manufactures
and sells lens products, desktop lens casting systems and
related consumables that enable optometrists, opticians,
ophthalmologists and other optical retailers to custom
fabricate easily, quickly and less expensively high quality
prescription eyeglass lenses at the point of sale.
To receive additional information on Innotech, Inc., via fax
at no charge, dial 1-800-PRO-INFO and enter code IIII.
###
Editors note: A copy of the Johnson & Johnson release
announcing the tender offer results is attached.
Exhibit 99.2
Johnson & Johnson
New Brunswick, NJ 08933
Contact Jeffrey J. Leebaw
Media Relations
(908) 524-3350
Michael J. Foley
Investor Relations
(908) 524-3922
FOR IMMEDIATE RELEASE
Johnson & Johnson Announces That More than 94%
of the Shares of Innotech, Inc. Have Been Accepted
For Payment in its Tender Offer
New Brunswick, NJ (March 18, 1997) -- Johnson &
Johnson (NYSE:JNJ) announced today that its wholly-owned
subsidiary, INO Acquisition Corp., has accepted for payment
8,422,121 shares of common stock, $0.001 par value, of
Innotech, Inc. (NASDAQ:IIII) at $13.75 per share, pursuant
to Johnson & Johnson's tender offer which expired at 12:00
midnight, New York City time, on March 17, 1997.
As a result of the tender offer, INO Acquisition
Corp. currently owns approximately 94% of the outstanding
shares of Innotech, Inc.'s common stock, and Johnson &
Johnson anticipates prompt consummation of a merger of INO
Acquisition Corp. with and into Innotech, Inc., whereby
Innotech, Inc. will become a direct wholly-owned subsidiary
of Johnson & Johnson. Johnson & Johnson also owns 474,515
shares of Innotech, Inc. through another wholly-owned
subsidiary.
