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) September 27, 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 September 27, 1995, the registrant issued a press release, a copy of
which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Press release dated September 27, 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: September 27, 1995
/s/ Curt Dally
_____________________________
Curt Dally
Treasurer
Exhibit 99.1
Press Release
For More Information Contact:
For Release September 27, 1995
Michael A. Feder, Acting President (616) 668-3336
Lewis S. Rosenbloom, Esq., Corporate Counsel
McDermott, Will & Emery (312) 984-6943
International Research and Development Corporation
International Research and Development Corporation ("IRDC") today announced
that it had 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 been functioning in recent months with
defaults under its loan agreements with its senior secured lender, Michigan
National Bank. IRDC is presently indebted to Michigan National Bank in the
amount of approximately $19 million.
IRDC also announced that it had entered into an agreement for the sale of
substantially all of the assets used in the conduct of its safety evaluation and
testing business in Mattawan, Michigan, subject to approval of the bankruptcy
court which now has oversight of IRDC's activities. The purchaser, IRDC
Acquisition Corporation, an unaffiliated new company, has been formed by
investors expressly for the purpose of acquiring these assets.
If the contemplated transaction is completed, the proceeds, approximately
$6.1 millon (subject to certain adjustments), will be directed to MNB to repay
IRDC's existing indebtedness. Thus, it is not anticipated that IRDC will have
sufficient assets to pay a distribution to its unsecured creditors in its
bankruptcy case. IRDC is required under the sale contract to continue to
conduct business in its ordinary course and has an agreement with MNB to provide
funding for such activity through the closing of the sale transaction.
The IRDC Acquisition Corporation investor group includes Mr. William U.
Parfet, currently the President and Chief Executive Officer of Richard-Allan
Medical Industries. Mr. Parfet previously worked at The Upjohn Company for 21
years, serving as President and Vice Chairman, prior to leaving to join Richard-
Allan. Mr. Parfet serves on numerous business boards of directors and is active
in Kalamazoo cultural projects.
IRDC also announced today the closing of the previously announced sale of
its wholly owned subsidiary, Carme, Inc., to Carme International, Inc., an
affiliate of Senetek, PLC. In connection with the sale, Carme, Inc. has changed
its name to CI Estate, Inc. CI Estate Inc. was engaged in the manufacture and
sale of specialty skin care products. The sale yielded cash proceeds of
approximately $3.75 million all of which has been directed to the Company's
principal lender to pay down indebtedness.
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.
