UNITED STATES
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) August 3, 1995
INTERNATIONAL RESEARCH AND DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-7059 38-1688261
(State or other Commission File (I.R.S. Employer
jurisdiction of Number Identification No.)
incorporation or
organization)
500 North Main Street, Mattawan Michigan 49071
(Address of principal executive offices) (Zip Code)
(616) 668-3336
Registrant's telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Item 5. Other Events.
On August 3, 1995, the registrant issued a press release, a copy of which
is attached as Exhibit 99.7 to this Form 8-K and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.7 Press release dated August 3, 1995
issued by the Registrant
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.
INTERNATIONAL RESEARCH AND
DEVELOPMENT CORPORATION
(Registrant)
Date: August 7, 1995
/s/ Curt Dally
_____________________________
Curt Dally
Secretary and Treasurer
Exhibit 99.7
PRESS RELEASE
For More Information Call:
Michael A. Feder, Acting President For Release August 3, 1995
INTERNATIONAL RESEARCH AND DEVELOPMENT CORPORATION
International Research and Development Corporation ("IRDC") announced
today that its wholly owned subsidiary, Carme, Inc., has entered into an
agreement for the sale of substantially all of its assets to Carme
International, Inc., an affiliate of Senetek, PLC. Carme, Inc. is engaged in
the manufacture and sale of specialty skin care products. Cash proceeds of
the sale, approximately $4.6 million (subject to certain closing
adjustments), will be directed to the Company's principal lender to pay down
indebtedness. In order to consummate the foregoing sale, Carme, Inc. has
sought protection under Chapter 11 of the United States Bankruptcy Code by
filing a voluntary petition with the United States Bankruptcy Court for the
District of Delaware.
IRDC has indicated that defaults continue under its loan agreements and
its lender could demand repayment of all indebtedness and certain related
expenses at any time. Should this demand occur, IRDC would be unable to make
such payments and the Company has received no assurances that the lender will
not pursue its available remedies.
IRDC remains uncertain as to the timing of its Annual Meeting of
Stockholders.
IRDC has completed its financial statements for 1994 and has restated
certain interim and 1993 year end financial statements to reflect the
previously announced accounting irregularities at Carme, Inc. The results
for calendar 1994 and 1993 are as follows:
Year Ended December 31
1994 1993
Operating revenues from continuing
operations 21,355,000 27,865,000
Income (loss) from continuing
operations, before income taxes (4,290,000) 1,851,000
Net income (loss) from continuing
operations (2,830,000) 1,190,000
Discontinued operations:
Loss from operations, net of tax
credit of $984,000 in 1994 and
$731,000 in 1993 (2,486,000) (1,119,000)
Impairment in value of assets, net of
tax credit of $3,217,000 (11,133,000)
Total net loss from
discontinued operations (13,619,000) (1,119,000)
Net income (loss) (16,449,000) 71,000
Income (loss) per share:
From continuing operations (0.50) 0.21
From discontinued operations (2.43) (0.20)
Net income (loss) per share (2.93) 0.01
The loss from discontinued operations reflects the operating losses of
both Carme, Inc. and IRAD Corporation and the asset impairment loss of Carme,
Inc. The total 1994 loss from discontinued operations differs from the
amount previously estimated as the asset impairment loss reflects the
recently negotiated sale of the Carme subsidiary assets.
The results of operations for the three months ended March 31, 1995, and
1994 (as restated) are as follows:
Three Months Ended March 31
1995 1994
Operating revenues from continuing
operations 4,277,000 6,799,000
Income (loss) from continuing
operations, before income taxes (1,420,000) 422,000
Net income (loss) from continuing
operations (1,420,000) 276,000
Loss from discontinued operations,
net of tax credit of $43,000 in 1993 (681,000) (76,000)
Net income (loss) (2,101,000) 200,000
Income (loss) per share:
From continuing operations (0.25) 0.05
From discontinued operations (0.12) (0.01)
Net income (loss) per share (0.37) 0.04
The primary business of International Research and Development
Corporation is the safety evaluation of pharmaceutical and veterinary drugs,
agricultural products and chemicals. Studies are performed on behalf of
various manufacturers of such products, both foreign and domestic, and on
behalf of governmental agencies.
