FORM 8-K
Securities and Exchange Commission
Washington, D. C. 20549
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 1998
Commission File Number: 0-14820
IMMUCOR, INC.
(Exact name of registrant as specified in its charter)
Georgia 22-2408354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3130 Gateway Drive P.O. Box 5625 Norcross, Georgia 30091-5625 (Address
of principal executive offices) (Zip Code)
Registrant's telephone number: (770) 441-2051
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 27, 1998 ("Closing Date"), pursuant to a definitive merger
agreement dated September 21, 1998, Immucor, Inc. ("Immucor"), through a newly
formed subsidiary ("Gamma Acquisition Corporation"), acquired 94.3% of the
issued and outstanding shares of Gamma Biologicals, Inc. ("Gamma Biologicals").
Immucor purchased the shares from Gamma shareholders ("Shareholders") for a cash
tender offer of $5.40 per share for a total transaction value of $24,322,753
("Purchase Price"), subject to certain adjustments. According to the depository
for the offer, 4,361,110 shares were tendered pursuant to the offer (including
approximately 20,956 shares subject to guarantees of delivery) and Immucor
purchased all shares tendered. The Purchase Price was determined through arm's
length negotiations and $5,000,000 of the Purchase Price was paid in cash and
the remaining $19,322,753 of the Purchase Price was funded by a $20,000,000 loan
from Wachovia Bank of Georgia, N.A., a U.S. commercial bank, to Gamma
Acquisition Corporation.
Immucor effected the merger of Gamma Acquisition Corporation into Gamma
Biologicals on October 30, 1998. In the merger, each remaining outstanding share
of Gamma Biologicals was converted into the right to receive $5.40 net in cash
and Gamma Biologicals became a wholly-owned subsidiary of Immucor.
Located in Houston, Texas, Gamma Biologicals manufactures and sells a wide
variety of in-vitro diagnostic reagents to blood donation centers, transfusion
departments of hospitals, medical laboratories and research institutions through
a direct sales force and distributor network. Immucor will operate Gamma
Biologicals as a wholly-owned subsidiary and intends to continue to use the
equipment and other physical property obtained in the Acquisition in the
blood-banking business. Gamma Biologicals' annual sales volume is approximately
$18,000,000.
Prior to the Closing Date, none of the Shareholders had a material relationship
with Immucor or its affiliates or any director or officer of Immucor or any
associate of any Immucor director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(a) Financial Statements
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by this Item
7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after
November 11, 1998.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after November 11, 1998.
(c) Exhibits
Exhibit
Number Description
99.1 Agreement and Plan of Merger dated as of September 21, 1998, among
Immucor, Gamma Acquisition Corporation, and Gamma Biologicals
(incorporated herein by reference to Exhibit (c)(1) to Immucor's
Schedule 14D-1 Tender Offer Statement filed September 25, 1998
pursuant to Section 14 (D)(1) of the Securities Exchange Act of 1934).
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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 thereunto duly authorized.
IMMUCOR, INC.
(Registrant)
Date: November 10, 1998
/s/ Edward L. Gallup Edward L. Gallup, President
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/s/ Steven C. Ramsey Steven C. Ramsey, Senior Vice President - Finance
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