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
October 3, 1996
Date of Report
(Date of earliest event reported)
CELLULAR PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
New York
(State of Incorporation)
0-12782 16-1183105
(Commission File Number) (I.R.S. Employer Identification Number)
872 Main Street, Buffalo, New York 14202
(Address of principal executive offices)
(716) 882-0920
(Registrant's telephone number, including area code)
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Item 5. Other Events.
See Order dated October 3, 1996 of the United States
Bankruptcy Court, Western District of New York as Exhibit 99 to
this Report.
At a hearing before the United States Bankruptcy Court,
Western District of New York, Michael J. Kaplan, J., on October 3,
1996, no additional bids were presented.
Pursuant to the Order dated September 27, 1996 of said
Court approving the sale of Registrant's assets pursuant to 11 USC
Section 363, Bankruptcy Rule 6004(a) and (c) and Rule 2000(a) and
(c), the Registrant will proceed with the contemplated sale of all
assets in accordance with 11 U.S.C. Section 363(f) and the Asset
Purchase Agreement dated August 20, 1996 between the Registrant and
Hemagen Diagnostics, Inc., filed as Exhibit 99 to the Registrant's
Current Report on Form 8-K dated August 27, 1996. The closing of
such Agreement is subject to the terms set forth therein.
The Registrant currently estimates that the Asset
Purchase Agreement, if and when consummated, will result in a
dividend of approximately 30% to the general unsecured creditors,
payable approximately one-half at closing and the balance one year
from the date of closing, and the elimination of all value of the
interests of shareholders.
Item 7. Financial Statements and Exhibits
7(c) Exhibits
Exhibit Number:
99 Order of the United States Bankruptcy Court, Western
District of New York entered October 3, 1996.
<PAGE>
SIGNATURE
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.
CELLULAR PRODUCTS, INC.
By: /s/ Michael S. Durski
__________________________
Michael S. Durski
Vice President and
Chief Financial Officer
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF NEW YORK
IN RE: Cellular Products, Inc. BK 94-13415K
Debtor ORDER
Pursuant to this Court's Order of September 27, 1996 wherein
the original offer of Hemagen Diagnostics, Inc. was approved and
wherein a certain bidding procedure was established to govern
bidding for any overbids to be heard on October 3, 1996, and on
such date, there appeared representatives of Bio-Tech Imaging, Inc.
and Hemagen Diagnostics, Inc. as well as William Franzblau
representing Hemagen Diagnostics, Inc., Robert Feldman as Local
Counsel and Shawn Matlock as General Counsel for Bio-Tech Imaging,
Inc. and William E. Lawson as Attorney for the Debtor and no
bidding having taken place and it being reported to the Court that
the successful bidder was Hemagen Diagnostics Inc, there being no
other bidders, whose bid was $600,000.00, the closing being
scheduled for November 5, 1996 at which time the bid is to paid
over to the Debtor pursuant to the offer and all of the Debtor's
real and personal property to be conveyed to the successful bidder,
it is therefore
ORDERED, that the offer of Hemagen Diagnostics Inc in the
amount of $600,000.00 is hereby approved and the Debtor is
authorized to take those steps necessary to conclude the sale.
DATED: Buffalo, New York
October 3, 1996 /s/ Michael J. Kaplan
_________________________
U.S. Bankruptcy Judge
