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
September 27, 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 of the United States Bankruptcy Court,
Western District of New York as Exhibit 99.
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 September 27, 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 94-13415 K
Upon the motion returnable September 24th, 1996, made by the
debtor asking for approval of the sale of assets pursuant to 11 USC
363, Rule 6004(a) and (c) and Rule 2000 (a) and (c), and there
appearing William E. Lawson, Attorney for the debtor, Sandra
O'Loughlin, special counsel to the Debtor, William Franzblau,
representing Hemagen Diagnostics, Inc., Raymond Stillwell, counsel
for the Creditor's Committee, Robert Feldman, local counsel for
Bio-Tech Imaging, Inc. and Shawn Matlock, General Counsel, and no
one appearing in opposition to the motion for the 363 sale of
debtor's assets, and the court being satisfied from the documents
presented to it and representations made to it, that an urgent sale
of the debtor's assets is necessary for its continued operation and
that the Lionel Case test has been met and it appearing that the
appearance of the attorneys for Bio-Tech Imaging, Inc. were made
only to request the court to clarify the bidding procedures for any
overbids to be heard on October 3rd, 1996. That following
adjournments wherein all the parties met to discuss and reach some
accord as to such bidding procedure and they having reported back
and recommended certain procedures, it is
ORDERED, that the debtor is authorized to proceed to sell its
assets pursuant to 11 USC 363(f), subject to the taking of possible
additional bids on the 3rd day of October, 1996.
That it is further,
ORDERED, that the bidding procedure will be according to the
following procedure:
1. Any bidder, if the bid is other than cash, will need to
supply audited financial statements, and if the bidder is depending
on a backer, audited financial statements of the backer, as well as
a valid agreement by the backer to guarantee any bid made by its
agent.
2. If the bidder bids in cash only then proof must be
supplied that the bidder has cash in escrow for the purpose of this
bidding only.
3. The initial bid must be at least be $650,000. Any bids
above that amount must be made in increments of $10,000.00. Any
bid must comply with the configuration of the original Hemagen
Diagnostics offer i.e. cash with no more than $200,000.00 deferred
for no more than one year.
4. In the event a total cash bid is made, then all bids
thereafter must be total cash bids up to $1,000,000.00
5. Any bid over $1,000,000.00 to the extent it exceeds
$1,000,000.00 can be deferred for a period of not in excess of one
year.
6. The successful bidder will have to deposit a non-
refundable deposit in an amount equal to ten percent of its
successful bid, but not less than $100,000.00, by certified check,
cashier's check, or other guaranteed funds on the day of the bid.
7. In the event the bidder assigns his bid, the original
bidder will remain liable for such bid.
8. Any successful bidder has a right to proceed to audit
debtors financial records at their own expense to confirm that the
financial information furnished by debtor to Hemagen Diagnostics,
Inc. is true and accurate.
9. The closing will be scheduled 30 days after the auction
date provided no appeal is taken.
10. In the event the successful bidder does not close for any
reason, the second highest bid will stand and thirty days after
written notice to the second highest bidder a new closing will be
scheduled.
DATED: Buffalo, New York
September 27, 1996
/s/ Michael J. Kaplan
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