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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) January 8, 1997
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 5. OTHER EVENTS.
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"), as previously reported
by Zila pursuant to a Current Report on Form 8-K dated August 8, 1996. The
Merger was consummated on January 8, 1997 (the "Effective Date").
Upon the Effective Date of the Merger: (i) Bio-Dental became 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, became stockholders of
Zila, as each outstanding share of common stock, $.01 par value, of Bio-Dental
(the "Bio-Dental Common Stock") was converted into 0.825 shares of the common
stock, $.001 par value, of Zila (the "Zila Common Stock"); (iii) each
outstanding option to purchase Bio-Dental Common Stock was 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; (iv) each outstanding warrant to purchase Bio-Dental Common
Stock was converted into a warrant 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 warrant would have received in the Merger in exchange for the shares of
Bio-Dental Common Stock subject to such warrant if such warrant 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 warrant, 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 warrant immediately after the Effective Date and
the denominator of which is the number of shares of Bio-Dental Common Stock
subject to such warrant immediately prior to the Effective Date and rounding the
resulting per-share exercise price up to the nearest whole cent; and (v) the
separate existence of the Merger Sub (except as may be continued by operation of
law) ceased and Bio-Dental continued as the surviving corporation.
Following the Merger, Zila intends to continue the present operations
of Bio-Dental from Bio-Dental's current headquarters in Rancho Cordova,
California.
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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: January 22, 1997 By /s/ Joseph Hines
_____________________________
Joseph Hines
President
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