SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 5, 1998
MERIDIAN DIAGNOSTICS, INC.
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(Exact Name of Registrant as Specified in Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
0-14902 31-0888197
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(Commission File Number) (IRS Employer
Identification Number)
3471 River Hills Drive
Cincinnati, Ohio 45244
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (513) 271-3700
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Item 2. Acquisition or Disposition of Assets.
On November 5, 1998, the Registrant acquired all of the issued and
outstanding Common Stock of Gull Laboratories, Inc. The acquisition was done
through a merger transaction in which a wholly-owned subsidiary of the
Registrant was merged into Gull and all of Gull's outstanding 8,016,012 shares
of Common Stock were exchanged for $2.25 per share, subject to any rights of
dissenting shareholders.
Gull is engaged in the development, manufacture and marketing of diagnostic
test kits for the detection of infectious diseases and auto-immune disorders.
Gull also offers a line of instrumentation for laboratory automation and
products for blood grouping and HLA tissue typing for transplantation.
The cash requirements of Meridian were met through cash and short-term
investments on hand.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
and
(b) Pro Forma Financial Information.
The required financial statements and pro forma information will
be filed prior to January 19, 1999.
(c) Exhibits
1. Merger Agreement among Gull Laboratories, Inc., Meridian
Diagnostics, Inc., Fresenius AG and Meridian Acquisition
Co. dated as of September 15, 1998 - incorporated by
reference to Item 7 of Form 8-K filed by Meridian
Diagnostics, Inc. reporting an event as of September 15,
1998.
2. First Amendment to Merger Agreement - filed herewith.
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 hereto duly authorized.
MERIDIAN DIAGNOSTICS, INC.
Dated: November 11, 1998 By: /s/Gerard Blain
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Gerard Blain, Executive Vice
President, Chief Financial
Officer and Secretary
FIRST AMENDMENT
DATED OCTOBER 22, 1998
TO
MERGER AGREEMENT
AMONG
GULL LABORATORIES, INC.
MERIDIAN DIAGNOSTICS, INC.,
FRESENIUS AG
AND
MERIDIAN ACQUISITION CO.
DATED AS OF SEPTEMBER 15, 1998
The undersigned parties to a Merger Agreement dated as of September 15,
1998 hereby amend the Agreement in the following respects and confirm the
Agreement in all other respects. Capitalized terms shall have the meanings in
the Agreement. All references to the Agreement shall be deemed to include all
amendments to the Agreement.
1. Section 2.2 is amended to read hereafter as follows:
2.2 The Closing. The closing of the Merger shall take place at the
offices of O'Melveny & Myers LLP, 153 East 53rd Street, New York, New York
10022, commencing at 11:00 a.m. Eastern time on November 5, 1998 or such
other date and place as the Parties may mutually determine in writing (the
"Closing Date").
2. Section 2.4.5 is amended to read hereafter as follows:
2.4.5 Conversion of Capital Stock of the Transitory Subsidiary. At and
as of the Effective Time, all outstanding shares of Common Stock of the
Transitory Subsidiary shall be converted into that number of shares of
Common Stock, $0.001 par value per share, of Gull that were outstanding
immediately prior to the Effective Time.
Exhibit A is amended accordingly.
3. Section 3.26 is amended so that its first sentence shall read hereafter
as follows:
3.26 Equipment. Gull shall deliver to Meridian prior to Closing a
computer generated asset register which will list all material items of
machinery, equipment and similar property, including vehicles, owned by
Gull on October 31, 1998.
4. Section 6.14 is amended to read hereafter as follows:
6.14 Closing Deliveries. The Share Pledge Agreement dated July 17,
1997 by and between Gull Laboratories, Inc. and Fresenius AG will be
released upon Fresenius's receipt of any Meridian Note due pursuant to this
Agreement. The form of Meridian Note is attached as Exhibit 1-A.
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5. Section 8.2.7 is amended to read hereafter as follows:
8.2.7 Meridian shall have received the resignations, effective as of
the closing, of each director and officer of Gull and each of its
subsidiaries or such subsidiary officers and directors shall have been
removed by shareholder or other appropriate action effective as of the
closing.
6. Section 8.2.8 is amended to read hereafter as follows:
8.2.8 All outstanding options to purchase Gull Shares, except those
granted pursuant to Gull's 1984 Incentive Stock Option Plan and 1992
Incentive Stock Option Plan, shall have been canceled on terms satisfactory
to Meridian and all shares of Gull Deutschland GmbH and Gull Europe S.A.
owned by Michael Malan or John Turner shall have been acquired by Meridian
or Gull;
7. Section 6.10 is amended to read hereafter as follows:
6.10 Closing Balance Sheet. At Meridian's expense, Gull will prepare a
balance sheet as of the close of business on October 31, 1998 in accordance
with GAAP, except as provided in Section 6.11, which will be audited by
Arthur Andersen LLP in accordance with generally accepted auditing
standards. Matters which are subject to judgment will be treated in a
manner consistent with Gull's historic accounting practices provided such
practices are in accordance with GAAP. Provided, however, that the Closing
Balance Sheet shall be adjusted to reflect any extraordinary transactions
concerning Gull that take place between the close of business on October
31, 1998 and the Closing Date.
8. Section 6.13 is amended by adding the following sentence:
The amount of charges for such service and other arrangements relating to
security during the first six months following the closing shall be offset
against the Meridian Note by up to a maximum of 40,000 German Marks, or, if
applicable, the equivalent amount in Euros. For purposes of effecting any such
offset, service charges in German Marks or the equivalent in Euros shall be
converted into US dollars at the prevailing exchange rate published in the Wall
Street Journal on June 30, 1999.
9. The first sentence of Section 7.2 is amended to read hereafter as
follows:
7.2 Indebtedness of Gull to Fresenius. Upon the closing of the Merger
all amounts then owed by Gull to Fresenius will be reduced by a
contribution by Fresenius to the capital of Gull to the extent of any
reductions in the shareholders' equity of Gull that occurs from December
31, 1997 through the close of business on October 31, 1998.
10. Section 8.2.11 is deemed to be satisfied by the addition of the
following new Section 7.12 to the Agreement:
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7.12 Blood Group Products. Fresenius will continue to sell to Gull the
Anti-M monoclonal antibody products for a period of up to two years on a
purchase order basis under standard terms and conditions now prevailing for
such sales from Fresenius to Gull.
11. The fifth sentence of Section 7.2 is amended to read hereafter as
follows:
The amount of any such reduction in the shareholder's equity shall be
determined by the balance sheet prepared as of the close of business on
October 31, 1998 as called for in ss.6.10.
12. Section 10.1 shall be amended in the first sentence to change the date
of September 30, 1998 to October 31, 1998.
13. Sections 3, 7, 9, 11 and 12 shall be of no force and effect if the
closing of the Merger shall not have occurred by 5:00 p.m. Eastern Standard Time
on November 6, 1998.
IN WITNESS WHEREOF, the parties have executed this amendment to the
aforesaid Merger Agreement as of October 22, 1998.
GULL LABORATORIES, INC.
By: /s/Silke Humberg
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Name: Silke Humberg
Title: President
MERIDIAN DIAGNOSTICS, INC.
By: /s/John A. Kraeutler
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Name: John A. Kraeutler
Title: President
FRESENIUS AG
By: /s/Rainer Baule
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Name: Rainer Baule
Title: President
By: /s/Yorck Schmidt
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Name: Yorck Schmidt
Title: Senior Vice President
MERIDIAN ACQUISITION CO.
By: /s/John A. Kraeutler
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Name: John A. Kraeutler
Title: President
