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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JANUARY 12, 2000
SYNBIOTICS CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-11303
CALIFORNIA 95-3737816
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
11011 VIA FRONTERA
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 451-3771
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ITEM 5. OTHER EVENTS
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On January 13, 2000 we announced that we acquired W3Commerce LLC, a privately-
held Internet services provider based in San Diego. We paid $2,183,000 for
W3Commerce, and the consideration was in the form of a 5 year note which bears
interest at 6.21% and is convertible into 1,000,000 shares of our common stock
beginning January 12, 2002. The former shareholders of W3Commerce may receive
up to an additional 800,000 shares of our common stock if certain per share
stock price targets for our common stock are reached prior to January 12, 2003.
In conjunction with the acquisition, we also announced that we will soon be
seeking shareholder approval to change our name to W3 Inc., and that two members
of the former W3Commerce board of directors have become members of our board of
directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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a) Financial statements of businesses acquired
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Not applicable.
b) Pro forma financial information
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Not applicable.
c) Exhibits
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99.1 Press release dated January 13, 2000 entitled "Synbiotics
Corporation Acquires Its Internet Marketing Partner,
Announces Strategic Changes, Plans to Rename."
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 hereunto duly authorized.
SYNBIOTICS CORPORATION
Date: February 4, 2000 /s/ Michael K. Green
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Michael K. Green
Senior Vice President - Finance
and Chief Financial Officer
-1-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM 8-K
UNDER
SECURITIES EXCHANGE ACT OF 1934
SYNBIOTICS CORPORATION
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press release dated January 13, 2000 entitled "Synbiotics
Corporation Acquires Its Internet Marketing Partner, Announces
Strategic Changes, Plans to Rename."
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EXHIBIT 99.1
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[Synbiotics Corporation Letterhead]
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<S> <C> <C>
Michael K. Green Kenneth M. Cohen Kathy Brunson
V P Finance & CFO President & CEO Analyst Contact
Synbiotics Corporation Synbiotics Corporation Financial Relations Board
[email protected] [email protected] 312-266-7800
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</TABLE>
SYNBIOTICS CORPORATION ACQUIRES ITS INTERNET MARKETING PARTNER,
ANNOUNCES STRATEGIC CHANGES, PLANS TO RENAME
SAN DIEGO, CA., January 13, 2000. . . Synbiotics Corporation (Nasdaq National
Market: SBIO), one of the world's leading suppliers of veterinary diagnostic
products, announced today that it has acquired W3Commerce LLC, a privately-held,
San Diego-based Internet systems and services provider. W3Commerce specializes
in information and e-commerce networks that develop direct channels for
manufacturers to supply retail and business consumers. W3Commerce's focus since
its creation has been the development of its "Web Within the Web" model of
building high Internet traffic at low cost.
Emphasizing the importance of this acquisition, Synbiotics also announced that
it will ask shareholders to approve changing its corporate name to W3 Inc.
(Nasdaq National Market: WWWI). The name/ticker symbol change is expected to
become effective later in the first quarter of 2000.
Under the terms of the acquisition, Synbiotics has issued a long-term note to
the former members of W3Commerce LLC, convertible into 1 million new shares of
W3 Inc. common stock after two years, equivalent to about 10% of the combined
company (Synbiotics' current officers and directors own about 1.2 million
shares, or 12%, of the combined company). If W3 Inc. achieves certain post-deal
share price targets, W3Commerce LLC members could receive an additional 800,000
new shares.
W3 Inc. will function essentially as a holding company, owning and operating its
two complementary business units, Synbiotics and W3Commerce. The goal of the
combined business, W3 Inc., is to build business-to-business and affinity group
networks, market products to network users, and, where appropriate, develop and
manufacture products targeted to those networks. W3 Inc.'s initial focus will be
to grow the worldwide direct-to-vet sales of its animal health unit, which will
continue to be known as Synbiotics. The company's Internet services unit, which
will continue under the name W3Commerce, will support the Synbiotics animal
health business as well as other clients, as it continues development of its
extensive domain network targeting the pet and vet, hospitality and leisure
sectors.
After working together for nearly a year and jointly launching a veterinarian
network (NetworkVet.com) in August of 1999, Synbiotics and W3Commerce recognized
the significant potential of merging their activities. W3 Inc. expects to gain
significant benefit from the
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combination of the two companies' strengths in the pet & vet product and
information markets. These strengths and management's direct supply philosophy
fit extremely well with the US economy's overall trend toward disintermediation.
According to Ken Cohen, Synbiotics president and CEO, "The Internet
revolutionizes industries by moving information and choice from suppliers to
customers. Any company in the vet products industry, which now has a very
traditional distribution system, which can effect this kind of change will reap
substantial benefits, and our combination with W3Commerce will enable us to lead
the way. Even before this merger, Synbiotics had a broad range of innovative
products, global presence, strong cash flow and experience in building affinity
group networks, all of which position us perfectly to capitalize on the
opportunity."
Cohen continued, "New growth for our vet diagnostics business is our immediate
goal, but we also see substantial potential in using our strong financial
position to expand the reach of W3's model beyond the veterinary world. We are
presently in discussions with a number of manufacturers, and intend to establish
important new alliances in the coming months."
Colin Lucas-Mudd, founder of W3Commerce, commented, "Synbiotics provides us with
the two essentials necessary for accelerated growth: a broad line of
proprietary, high margin products to add to those ranges that we sell on-line
for other clients, and the resources needed to extend our model to other
manufacturers and target sectors. Our proven "Web Within the Web" model
generates high traffic volumes and "sticky" sites with high recognition and
minimal promotion expense. Combining these factors and techniques with
Synbiotics' veterinarian and pet care networks can enable us to make a major
impact in this important Internet marketplace."
The combined company's board will be strengthened with the addition of two
members from W3Commerce, Colin Lucas-Mudd (who also will serve as President of
the W3Commerce operating unit) and Rigdon Currie, an experienced technology
executive.
Ken Cohen will continue as President and CEO, and Michael Green will serve as
Senior Vice President and CFO, of the holding company. Paul A. Rosinack,
currently Vice President and General Manager of Synbiotics' animal health
business, will become President of the Synbiotics operating unit.
With the exception of historical matters, the issues discussed in this press
release are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements, including competition from larger
companies, reliance on third-party manufacturers and distributors, possible
technology improvements by others, the ability to assimilate acquired
businesses, the seasonality of major portions of the Company's business and
other risks set forth in the Company's filings with the Securities and Exchange
Commission, particularly Form 10-KSB filed for the year ended December 31, 1998
and the Form 10-QSB filed for the quarter ended September 30, 1999. Actual
results may differ materially from those projected. These forward-looking
statements represent the Company's judgment as of the date of the release. The
Company disclaims, however, any intent or obligation to update these forward-
looking statements.
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