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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
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Date of Report (Date of earliest event reported): June 19, 1998
MICROFLUIDICS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 000-11625 042793022
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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30 OSSIPPEE ROAD
Newton, Massachusetts 02164
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 969-5452
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ITEM 5. OTHER EVENTS.
On June 22, 1998, the Registrant publicly disseminated a press release
announcing that the Registrant has entered into a definitive business
combination agreement with two established U.S. manufacturing firms, Epworth
Manufacturing Company, Inc. of South Haven, Michigan and Morehouse-COWLES , Inc.
of Fullerton, California, each of which has a well-known product line of mixing,
dissolving and dispersion systems with broad applications and together are
marketed under the EMCO U.S.A. trade name. The information contained in the
press release is incorporated herein by reference and filed as Exhibit 99
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 The Registrant's Press Release dated June 22, 1998.
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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.
MICROFLUIDICS INTERNATIONAL CORPORATION
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(Registrant)
Date: June 22, 1998 /s/ Irwin J. Gruverman
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Irwin J. Gruverman
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER AND SECRETARY
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EXHIBIT INDEX
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Exhibit
Number Description
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99 The Registrant's Press Release
dated June 22, 1998.
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Exhibit 99
PRESS RELEASE OF REGISTRANT
NEWTON, Mass.--(BUSINESS WIRE)--June 22, 1998--Microfluidics International
Corporation ("MFIC" or the "Company") today announced that, as part of its
previously declared program to grow through strategic merger and acquisition
activity, it has entered into a definitive business combination agreement with
two established U.S. manufacturing firms, Epworth Manufacturing Company, Inc. of
South Haven, Michigan and Morehouse-COWLES , Inc of Fullerton, California, each
of which has a well-known product line of mixing, dissolving and dispersion
systems with broad applications and together are marketed under the EMCO U.S.A.
trade name. Completion of the transaction is subject to a number of conditions,
including but not limited to, satisfactory due diligence review, securing of
financing, and receipt of a favorable fairness opinion. A closing is anticipated
on or about August 15, 1998.
Michael A. Lento, President, stated "There are considerable synergies
between our respective groups and complementary customer and industry
opportunities. There are broad application areas where we would be able to offer
more comprehensive systems and solutions to our combined customer base. We
believe that the combined product lines and sales resources will ultimately
result in a much stronger and versatile business entity that would be greater
than the sum of its component parts."
Irwin Gruverman, CEO and Chairman, stated "MFIC's prospective business
combination with this somewhat larger company is anticipated to be "non-
dilutive". We believe that this union will accelerate the Company's growth and
shareholder value. MFIC intends to continue to seek strategic acquisitions,
mergers and other arrangements with products, processes and businesses that are
complementary to the Company's business of high value added materials
processing."
The Company believes that this release contains forward-looking
statements that are subject to certain risks and uncertainties. These forward-
looking statements include statements regarding the possible business
combination, the potential benefits of such a transaction and its impact on
shareholder value and revenue growth of the Company. Such statements are based
on management's current expectations and are subject to a number of factors that
could cause actual results to differ materially from the forward-looking
statements. There can be no assurance that the Company's performance after the
business combination will greater then an aggregation of the individual parties'
respective financial performance. There also can be no assurance that financing
will be available upon favorable terms. Additional factors include the
satisfaction of conditions to the transaction, including completion of
successful due diligence investigations, the combined entities' ability to
successfully integrate their operations as well as buying trends by customers
and competitors' actions and general economic conditions.
