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): September 14, 2000
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 5. Other Events.
On September 14, 2000 Meridian Diagnostics, Inc., announced it had executed
definitive agreements to acquire all of the outstanding capital stock of Viral
Antigens, Inc. (VAI) based in Memphis Tennessee. The purchase price includes $9
million in cash and earnout opportunities over the next six years. VAI's current
management will remain intact. Viral Antigens, founded in 1982, is one of the
country's leading manufacturers of custom and specialty viral reagents for human
infectious disease. VAI's highly specialized proprietary know-how gives it the
ability to produce bioproteins for new drug and vaccine discovery.
This acquisition is an important element in Meridian's recently announced
initiative to expand its capabilities in biotechnology, reagent development, and
other services that will aid in the discovery and realization of new
pharmaceuticals, vaccines, and diagnostics. More specifically, Viral Antigens
will provide the resources necessary to identify, develop and manufacture
specific proteins for biotechnology. These specific proteins are essential for
the creation of new vaccines, drugs and early detection diagnostics.
John A. Kraeutler, President, stated, "By acquiring Viral Antigens, Meridian is
well positioned to expand it's activities in supplying reagent-grade source
biologicals, participating in early stage drug and vaccine discovery, and in
veterinary diagnostic testing. Through our focused investment in VAI's
technological capabilities, Meridian will broaden its opportunities in
proteomics and other key growth sectors."
Dr. Preston Dorsett, President of Viral Antigens, stated, " As part of the
Meridian team, VAI will accelerate its entry into the biopharmaceutical
manufacturing markets by accessing Meridian's global marketing and distribution
network. The pharmaceutical industry is under intense pressure to reduce
development time and expand quickly into new markets. New opportunities have
been created for manufacturers that can comply with CBER regulations and produce
pilot scale biopharmaceuticals. VAI has focused on partnering with early-stage
biotechnology companies that have strong research capabilities but lack
manufacturing experience. Our new facility is specially designed for production
and purification of bioproteins using gene-based recombinant technologies,
techniques especially important for the biotechnology industry. We are
enthusiastic about these new directions and assure our current customers that we
will maintain VAI's high level of service and product quality. VAI has been a
trusted supplier of complex biological raw materials to the diagnostics industry
for the past 18 years and will continue to supply our customers from our
facilities in Memphis, TN."
Meridian Diagnostics, Inc. is a fully integrated medical diagnostic company that
manufactures, markets and distributes a broad range of innovative diagnostic
test kits, purified reagents and related products. Utilizing a variety of
technologies, these products provide accuracy, simplicity and speed in the early
diagnosis and treatment of common medical conditions, such as gastrointestinal,
viral, urinary and respiratory infections. All Meridian products are used
outside of the human body and require little or no special equipment. The
Company's products are designed to enhance patient well-being while reducing the
total outcome costs of healthcare. Meridian has strong market positions in the
areas of gastrointestinal infections, serology, parasitology and fungal disease
diagnosis. The Company markets its products to hospitals, reference
laboratories, research centers and physician offices in more than 60 countries
around the world. The Company's shares are traded through Nasdaq National
Market, symbol KITS. Meridian Diagnostics' website address is
www.meridiandiagnostics.com.
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FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from
civil litigation for forward-looking statements accompanied by meaningful
cautionary statements. These statements identify important factors that could
cause actual results to differ materially from those that might be projected.
Meridian's continued growth depends, in part, on its ability to introduce into
the marketplace enhancements of existing products or new products that
incorporate technological advances, meet customer requirements and respond to
products developed by the Company's competition. While the Company has
introduced approximately 35 internally-developed products since 1991, there can
be no assurance that it will be successful in the future in introducing such
products on a timely basis. Ongoing consolidations of reference laboratories and
formation of multi-hospital alliances may cause adverse changes to pricing and
distribution. One of Meridian's main growth strategies is acquisition of
companies and product lines. There can be no assurance that additional
acquisitions will be consummated or that, if consummated, will be successful and
the acquired businesses successfully integrated into Meridian's operations.
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: September 14, 2000 By: /s/ Melissa Lueke
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Melissa Lueke
Corporate Controller
(Acting Principal Accounting Officer)
