SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (earliest event reported) October 27, 2000
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ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-11485 84-1072256
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
303 East Seventeenth Avenue, #108, Denver, Colorado 80203
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(Address of principal executive offices)
Registrant's telephone number, including area code (303) 863-8088
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On October 27, 2000, Accelr8 Technology Corporation ("Accelr8") entered
into a non-binding letter of intent (the "LOI") to purchase the OpTest
Technology assets ("OpTest") from DDx, Inc. (DDx). Management believes that the
OpTest platform technologies have a wide range of potential applications to
human and veterinary clinical and point of care diagnostics for the purpose of
rapid detection and quantification of molecular and microscopic scale affinity
binding events. Potential applications of the technology, among others include
detecting or measuring toxic bacteria, such as E. coli 0157:H7 or salmonella in
food, water and beverages and their processing, detection of human and animal
diseases, and high throughput screening to accelerate discovery of new drugs and
drug targets.
Consideration to be paid by Accelr8 to DDx at the time of closing shall be
$500,000 in cash and shares of Accelr8 common stock having a value of
$2,500,000. The number of Accelr8 common shares to be issued to DDx shall be
equal to the product of a fraction wherein the numerator is $2,500,000 and the
denominator is the cash and cash equivalent value per share of Accelr8's issued
and outstanding common shares. Accelr8's financial information and common shares
issued and outstanding to be used for the determination of the cash and cash
equivalent value per share shall be set forth in the definitive asset purchase
agreement (the "Agreement"), but it is the intent of the parties that DDx shall
be protected from variations in Accelr8's common shares issued and outstanding
and/or cash and cash equivalents that cause the value to fall outside of the
range of $1.30 to $1.40 shares.
In addition, Accelr8 will commit to invest a minimum of $1,000,000 to
further develop the OpTest Technology during the twelve months following the
Closing.
On November 1, 2000, Accelr8 announced through a press release its entry
into the LOI with DDx to acquire the OpTest Technology assets. Copies of the
press release, the LOI and the amendment to the LOI (the "Amendment) are
attached hereto as exhibits. The description of the proposed acquisition of the
OpTest assets set forth herein, is qualified in its entirety by the more
complete information contained in the LOI and the Amendment to the LOI.
The following exhibits are filed as part of this current report on Form
8-K.
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INDEX OF EXHIBITS
EXHIBIT NO.
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EXHIBIT 99.1 Letter of Intent dated October 27, 2000
EXHIBIT 99.2 Amendment to the Letter of Intent dated October 30, 2000
EXHIBIT 99.3 Press Release, dated November 1, 2000
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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.
ACCELR8 TECHNOLOGY CORPORATION
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(Registrant)
Date: December 18, 2000 By: /s/ Thomas V. Geimer
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Thomas V. Geimer, Chairman
and Chief Executive Officer
