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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:
October 30, 2000
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CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Maryland 1-12748 52-1176514
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1111 South Paca Street
Baltimore, Maryland 21230
(Address of principal executive offices) (Zip Code)
(410) 843-5000
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On October 30, 2000, Chesapeake Biological Laboratories, Inc. ("CBL"
or the "Company") announced a definitive merger agreement under which Cangene
Corporation, a Canadian corporation ("Cangene"), will acquire the Company in an
all-cash tender offer for approximately $42 million, including the Company's
outstanding debt of $7.2 million (the "Agreement").
Under the Agreement, Cangene will commence a tender offer for the
Company's common stock and convertible preferred stock for $4.60 per share in
cash. Following completion of the tender offer, Cangene intends to complete a
second-step merger, in which all remaining CBL shareholders will receive the
same cash price paid in the tender offer. The tender offer is expected to close
in early January 2001.
The Company's board of directors approved the Agreement and intends to
recommend to the CBL shareholders that they tender their shares into the
proposed offer from Cangene. The executive officers, board members and selected
significant CBL shareholders have agreed to tender approximately 1,800,000
shares, or 26%, into the offer.
The tender offer is subject to customary closing conditions, including
the tender of a majority of the Company's outstanding stock and obtaining
necessary regulatory approval.
The foregoing description of the Agreement and the tender offer does
not purport to be complete and is qualified in its entirety by reference to the
Agreement, attached as an exhibit hereto, and the tender offer documents, which
will be filed with the SEC upon commencement as an exhibit to Schedule TO. A
press release issued by the Company on October 30, 2000 announcing the
Agreement is also attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) Not Applicable.
(c) Exhibits. The following exhibits are filed with this report, and
the foregoing description is modified by reference to such exhibits:
2.1 Merger Agreement dated as of October 30, 2000 by and among
Chesapeake Biological Laboratories, Inc., Cangene Corporation and
its wholly owned, direct subsidiary, AC Acquisition Subsidiary,
Inc.(schedules and exhibits omitted).
99.1 Press Release dated October 30, 2000 of Chesapeake Biological
Laboratories, Inc.
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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.
CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
By: /s/ Thomas P Rice
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Thomas P. Rice, President and CEO
Date: October 30, 2000
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CHESAPEAKE BIOLOGICAL LABORATORIES, INC.
FORM 8-K
EXHIBIT INDEX
Exhibit No. Description
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2.1 Merger Agreement dated as of October 30, 2000 by and among
Chesapeake Biological Laboratories, Inc., Cangene Corporation
and its wholly owned, direct subsidiary, AC Acquisition
Subsidiary, Inc.(schedules and exhibits omitted).
99.1 Press Release dated October 30, 2000 of Chesapeake Biological
Laboratories, Inc.
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