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
AUGUST 9, 1999
Date of Report (Date of earliest event reported)
INNOVEX INC.
(exact name of registrant as specified in its charter)
MINNESOTA 0-13143 41-1223933
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
530 ELEVENTH AVENUE SOUTH, HOPKINS, MN 55343-9904
(Address of principal executive offices) (Zip Code)
(612-938-4155)
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On August 9, 1999, Innovex Acquisition Corp. (the "Purchaser"), a wholly owned
subsidiary of Innovex, Inc. ("Innovex"), completed its cash tender offer (the
"Offer") for all outstanding shares of common stock (the "Shares"), including
the associated rights, of ADFlex Solutions, Inc. ("ADFlex"), at a purchase price
of $3.80 per share. The tender offer expired at midnight, New York City time, on
August 3, 1999. The Purchaser accepted for payment 6,804,284 Shares for a
purchase price of approximately $25.9 million. The acceptance of validly
tendered Shares resulted in the Purchaser and Innovex acquiring approximately
76% of the outstanding Shares.
The Offer was made pursuant to the Offer and Agreement and Plan of Merger (the
"Merger Agreement") dated as of July 1, 1999, by and among ADFlex, Innovex and
the Purchaser. Pursuant to the Merger Agreement, a special meeting of ADFlex
shareholders to vote on a proposal to approve and adopt the Merger Agreement is
expected to be held on or about September 14, 1999. Pursuant to the Merger
Agreement, the Purchaser will be merged with and into ADFlex (the "Merger") and
the Shares (other than Shares held by ADFlex or by any subsidiary of ADFlex, or
owned by Innovex, Purchaser or any other subsidiary of Innovex, which shall be
cancelled, and other than Shares, if any (collectively, "Dissenting Shares"),
held by stockholders who have properly exercised appraisal rights under Section
262 of the Delaware General Corporate Law) will be converted into the right to
receive $3.80 per share net in cash. As a result of the Offer, the Purchaser has
the right to vote at the special meeting a sufficient number of Shares to
approve and adopt the Merger Agreement without the affirmative vote of any other
stockholder, thereby assuring such approval and adoption. It is currently
anticipated that the Merger will be effected shortly after the stockholder
meeting.
The total consideration paid for Shares under the Offer and under the second
step of the Merger is expected to be approximately $34.3 million. Innovex is
financing the Offer and the Merger utilizing internally available funds.
Pursuant to the Merger Agreement, Innovex and the Purchaser are required to pay
off all outstanding balances under that certain Credit Agreement among ADFlex,
BankBoston N.A. and BankBoston N.A., as agent for Lenders, as amended (the
"Credit Agreement"). Innovex is in the process of obtaining credit facilities
totaling in principal amount $40,000,000, which credit facilities will upon
consummation of the Merger be utilized to refinance amounts owed under the
Credit Agreement, pay down ADFlex's current liabilities and pay related
transaction costs.
ADFlex is a leading supplier of flexible circuit based solutions to the
computer, computer peripheral, communications, and consumer electronics
industries. Applications for these flex-based interconnects include cellular
phones, hard disk drives, other storage systems, high end consumer products,
notebook computers, pagers, and personal communication systems.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed within sixty (60) days of the date of filing of this Current
Report on Form 8-K, as permitted by Item 7(a) (4) of Form 8-K.
(b) Pro Forma Financial Information.
To be filed within sixty (60) days of the date of filing of this Current
Report on Form 8-K, as permitted by Item 7(b) (2) of Form 8-K.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated July 1, 1999, by and among
ADFlex Solutions, Inc., Innovex, Inc. and Innovex Acquisition
Corp. (incorporated by reference to Exhibit (c)(1) of the
Innovex Inc. Schedule 14(d)(1) Tender Offer Statement filed with
the Commission on July 7, 1999).
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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.
INNOVEX INC.
Registrant
Date: August 20, 1999 By: \s\ Thomas W. Haley
Thomas W. Haley
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibits Page
- -------- ----
2.1 Agreement and Plan of Merger, dated July 1, 1999, by and
among ADFlex Solutions, Inc., Innovex, Inc. and Innovex Previously
Acquisition Corp filed
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