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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 (Date of earliest event reported) August 8, 1996
ZILA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17521 86-0619668
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5227 North 7th Street, Phoenix, Arizona 85014-2800
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 602-266-6700
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 8, 1996, Zila, Inc. ("Zila" or the "Company") entered
into a Merger Agreement with Bio-Dental Technologies Corporation, a California
corporation ("Bio-Dental"), whereby Bio-Dental will become a wholly owned
subsidiary of Zila through the merger of Zila Merger Corporation, a wholly owned
subsidiary of Zila ("Merger Sub"), with and into Bio-Dental (the "Merger").
Upon the Effective Date of the Merger (as defined below): (i)
Bio-Dental will become a wholly owned subsidiary of Zila by merger of the Merger
Sub with and into Bio-Dental; (ii) the stockholders of Bio-Dental, by such
merger, will become stockholders of Zila, as each presently outstanding share of
common stock, $.01 par value, of Bio-Dental (the "Bio-Dental Common Stock") will
be converted into 0.825 shares of the common stock, $.001 par value, of Zila
(the "Zila Common Stock"); provided that if the average closing bid price for
Zila Common Stock as reported by The Nasdaq SmallCap Market during the ten
trading days ending on the trading day that is five trading days prior to the
closing date of the Merger (the "Calculation Period") is less than $6.00 per
share, each share of Bio-Dental Common Stock will be converted into a number of
shares of Zila Common Stock that is equivalent in value to $4.95 as calculated
based on the average closing bid price for Zila Common Stock as reported by The
Nasdaq SmallCap Market during the Calculation Period, and provided further that
if the average closing bid price for Zila Common Stock as reported by The Nasdaq
SmallCap Market during the Calculation Period is greater than $7.75 per share,
each share of Bio-Dental Common Stock will be converted into the greater of (A)
0.75 shares of Zila Common Stock, or (B) a number of shares of Zila Common Stock
that is equivalent in value to $6.39 as calculated based on the average closing
bid price for Zila Common Stock as reported by The Nasdaq SmallCap Market during
the calculation period; (iii) each outstanding option to purchase Bio-Dental
Common Stock will be converted into an option to purchase a number of shares of
Zila Common Stock equal to the number of shares of Zila Common Stock which the
holder of such option would have received in the Merger in exchange for the
shares of Bio-Dental Common Stock subject to such option if such option had been
exercised immediately prior to the Effective Date, at an exercise price per
share determined by dividing the exercise price per share of Bio-Dental Common
Stock subject to such option, as in effect immediately prior to the Effective
Date, by a fraction the numerator of which is the number of shares of Zila
Common Stock subject to such option immediately after the Effective Date and the
denominator of which is the number of shares of Bio-Dental Common Stock subject
to such option immediately prior to the Effective Date and rounding the
resulting per-share exercise price up to the nearest whole cent; and (iv) the
separate existence of the Merger Sub (except as may be continued by operation of
law) shall cease, and Bio-Dental shall continue as the surviving corporation.
The "Effective Date" shall be the date that the Articles of Merger are filed
with and approved by the Delaware Secretary of State and the California
Secretary of State.
The Merger is subject to the condition that the Merger Agreement
and the Merger be approved by the affirmative vote of the holders of a majority
of the outstanding shares of Bio-Dental Common Stock entitled to vote at a
Special Meeting to be held prior to consummation of the Merger. In addition to
the requirement that the approval of the stockholders of Bio-Dental be received,
consummation of the Merger is subject to a number of other conditions that, if
not satisfied or waived, may cause the Merger not to be consummated and the
Merger Agreement to be terminated.
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Each party's obligation to consummate the Merger is conditioned upon, among
other things, the accuracy of the other party's representations, the other
party's performance of its covenants, the absence of a material adverse change
with respect to the other party, favorable legal opinions (including opinions to
the effect that the Merger will be treated for federal income tax purposes as a
tax-free reorganization), and the absence of legal action preventing
consummation of the Merger. Zila's obligation to consummate the Merger will be
further conditioned upon (i) the receipt of a letter from Deloitte & Touche LLP
that the Merger will be treated as a "pooling of interests" for accounting
purposes, and (ii) holders of no more than 5 percent of the Bio-Dental Common
Stock being eligible to exercise dissenters' rights of appraisal under
California law.
Upon effectiveness of the Merger, all current employees of
Bio-Dental will become employees of Zila. Following the Merger, Zila will
continue the present operations of Bio-Dental from Bio-Dental's current
headquarters in Rancho Cordova, California under the name "Zila Dental
Technologies Corporation".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
1 Merger Agreement dated August 8, *
1996, among Zila, Inc., Bio-Dental
Technologies Corporation and Zila
Merger Corporation
2 Zila's Press Release dated Filed herewith.
August 9, 1996
</TABLE>
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* Incorporated by reference to Exhibit 2 to the Company's Form S-4
Registration Statement No. 333-10107, filed August 14, 1996.
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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.
ZILA, INC.
Date: August 22, 1996 By /s/ Janice L. Backus
--------------------------
Janice L. Backus
Vice President and Secretary
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EXHIBIT 2
Immediate Release: 8/9/96 Contact: Joe Hines (602) 266-6700
ZILA & BIO-DENTAL TECHNOLOGIES
SIGN DEFINITIVE AGREEMENT FOR ACQUISITION
Phoenix -- Zila, Inc. (NASDAQ: ZILA) announced it has signed a definitive
agreement to acquire Bio-Dental Technologies Corporation (NASDAQ: BDTC), a
national marketer of professional dental products. The principal terms of the
agreement are the same as those contained in the previously announced letter of
intent between the parties. An S-4 Registration Statement relating to the
transaction will be filed shortly with the SEC. The acquisition is anticipated
to involve the exchange of between .75 and .825 shares of Zila stock (subject to
a formula based upon Zila's trading price) for each of Bio-Dental's
approximately 6.5 million shares of outstanding stock. The acquisition will be
structured to allow pooling-of-interest accounting. It is subject to normal
closing conditions, including approval by Bio-Dental shareholders.
Zila Chairman Joseph Hines said, "The acquisition is expected to provide
substantial benefit to shareholders of both companies, particularly in relation
to the synergies between Zila's patented oral cancer detection system,
OraTest(TM), and Bio-Dental's national dental sales and distribution
organization and its proprietary intraoral camera and practice management
software system." OraTest is pending approval by the U.S. Food & Drug
Administration.
Bio-Dental President Curtis Rocca added, "OraTest is a unique product which we
believe will help dentists and other health professionals make important strides
in detecting oral cancer earlier. By designating Bio-Dental's dental product
sales and distribution subsidiary, The Supply House, as the exclusive U.S.
distributor for OraTest, that unit's market share and earnings potential should
increase substantially." Rocca added, "Bio-Dental's return to profitability in
the first quarter (ended June 30, 1996), coupled with our strengthened balance
sheet and the elimination of long-term debt, leaves us very optimistic about the
Company's current position and future prospects."
OraTest is a patented, inexpensive, highly accurate oral cancer detection
system, presently used in Canada, England and Australia to examine patients at
high risk of oral cancer -- those 40 and over who either use tobacco or drink
heavily, are immunocompromised or have a history of upper aerodigestive cancer.
It is also used to delineate sites for biopsy and surgery. Clinical studies have
shown OraTest to be 100% sensitive for squamous cell carcinoma. OraTest has also
proven to be an effective smoking cessation counseling tool.
Zila markets a growing line of non-prescription oral healthcare products, and is
introducing OraTest in markets worldwide.
The information set forth in this press release includes forward-looking
statements and references to potential future developments. Such statements and
references are based upon certain assumptions, including, but not limited to,
the closing of the Company's acquisition of Bio-Dental Technologies Corporation,
FDA approval of OraTest and maintenance of Zila's trading price at or above
levels specified in the definitive agreement.
