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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 20, 2000
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Rheometric Scientific, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 000-14617 61-0708419
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.)
One Possumtown Road, Piscataway, New Jersey 08854
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 560-8550
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Item 2. Acquisition or Disposition of Assets.
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Rheometric Scientific, Inc. (the "Company") is filing this Current
Report on Form 8-K to report the acquisition by its wholly-owned subsidiary of
all of the issued and outstanding capital stock of PSI Holding Corporation, a
Virginia corporation ("PSI") and its two wholly-owned subsidiaries, Protein
Solutions, Inc., a Virginia corporation ("PS-US") and Protein Solutions Ltd., a
corporation organized under the laws of England and Wales ("PS-UK").
On November 20, 2000, PSI merged with and into PSI Acquisition Corp.
("Acquisition Sub"), a wholly-owned subsidiary of the Company, pursuant to a
Merger Agreement (the "Merger Agreement"), dated as of November 20, 2000, among
Sheridan D. Snyder and Robert P. Collins, Jr. (collectively, the "PSI
Stockholders"), PSI, the Company, and Acquisition Sub. In exchange for all of
the issued and outstanding capital stock of PSI, the Company paid to the PSI
Stockholders and certain holders of stock appreciation rights in PSI
approximately $600,000 in cash plus 679,526 shares of the Company's Common
Stock. The acquisition consideration was determined as a result of arms'-length
negotiation between representatives of the Company and the PSI Stockholders. The
Merger Agreement has been filed as Exhibit 2.1 to this report and is
incorporated by reference herein.
PSI, based in Charlottesville, VA., manufactures and markets Dynamic
Laser Light Scattering (DLS) instrumentation, software and services. PSI's
products are based on a proprietary, patented technology for which PSI has an
application exclusive license. The PSI DLS technology employs sophisticated
optical components and advanced digital signal processing to measure molecular
physical properties such as size, mass, and diffusion. This information is used
by PSI's customers to gain a better understanding of the stability and
conformation of purified biomolecules.
The acquisition of PSI was financed with funds received in connection
with the exercise by Andlinger Capital XXVI LCC ("Andlinger Capital XXVI"), the
Company's majority stockholder, of warrants for the purchase of one million
shares of Common Stock at an exercise price of $1.00 per share. These warrants
were acquired in March 2000 by Andlinger Capital XXVI in connection with its
majority equity investment in the Company. A portion of the proceeds of such
exercise of warrants by Andlinger Capital XXVI was used by the Company to pay
the cash portion of the merger consideration. The Company expects to use the
remaining portion of such proceeds for general working capital purposes. In
connection with the merger transaction, the Company has entered into employment
agreements for a term of up to three years with each of the PSI Stockholders.
The Company announced the acquisition in a press release dated November
21, 2000, which has been filed as Exhibit 99.1 to this report.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
2.1 Merger Agreement, dated as of November 20, 2000, among
Sheridan D. Snyder, Robert P. Collins, Jr., PSI Holding
Corporation, Rheometric Scientific, Inc., and PSI
Acquisition Corp.
99.1 Press Release, dated November 21, 2000.
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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.
RHEOMETRIC SCIENTIFIC, INC.
Dated: November 29, 2000 By: /s/ Joseph Musanti
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Joseph Musanti
Vice President, Finance and
Chief Financial Officer
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EXHIBITS INDEX
Exhibit
Number Description
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2.1 Merger Agreement, dated as of November 20, 2000, among
Sheridan D. Snyder, Robert P. Collins, Jr., PSI Holding
Corporation, Rheometric Scientific, Inc., and PSI Acquisition
Corp.
99.1 Press Release, dated November 21, 2000.
