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) May 4, 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 May 4, 1995, the registrant issued a press release, a copy of which is
attached as Exhibit 99.4 to this Form 8-K and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.4 Press release dated May 4, 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: May 4, 1995
/s/ Curt Dally
_____________________________
Curt Dally
Secretary and Treasurer
Exhibit 99.4
PRESS RELEASE
For Release on May 4, 1995
For More Information, Contact:
Dr. Francis X. Wazeter,
Chairman and C.E.O.
Michael A. Feder, Acting President
International Research and Development Corporation announced today that it
preliminarily estimates 1994 results to range as follows:
Operating revenues
(from continuing operations) $21.7 million to $22.0 million
Loss from continuing operations
(before income taxes) $ 4.1 million to $ 4.7 million
Loss from discontinued operations
(before income taxes) $ 8.8 million to $ 9.1 million
Net loss $ 9.1 million to $ 9.8 million
Net loss per share $1.62 to $1.74
As a result of the previously disclosed financial irregularities at the
Company's Carme subsidiary, and the activities related thereto, the Company has
not completed its financial statements for 1994. Therefore, the above results
are preliminary and may require adjustment. The Company anticipates that its
financial statements will be completed within the next forty-five days. At that
time, the Company will announce final results and schedule its Annual Meeting of
Stockholders.
The Company is aggressively pursuing expense reductions in all operations in
light of the decline in revenues.
The loss from discontinued operations arises from the previously announced
decision of the Board of Directors to dispose of the Company's Carme subsidiary,
which is engaged in the manufacture and sale of specialty skin care products.
The Company is in the process of soliciting offers for Carme. Approximately
$6.5 million of the loss from discontinued operations relates to the write down
of certain Carme intangibles.
In addition, the Company announced that it was unable to repay approximately
$6.8 million of bank debt (plus approximately $1.3 million in related accrued
interest and late fees) which was due on May 1, 1995. As a result, and as a
result of the Company's inability to satisfy certain other covenants in its loan
agreements, the bank could accelerate approximately $12.1 million of additional
indebtedness owned by the Company to the bank. The bank has not indicated an
intent to do so at this time. The bank is negotiating with the Company
regarding an extension of the current financing arrangements. However, there is
no assurance that a satisfactory arrangement will be reached.
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.
The common stock of International Research and Development Corporation is traded
in the Over-The-Counter national market. The NASDAQ symbol for the common stock
is IRDV.
