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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) November 6, 1997
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ZILA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17521 86-0619668
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5227 North 7th Street Phoenix, Arizona 85014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 266-6700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Zila, Inc. (the "Company") completed its acquisition of the
Peridex(R) product line ("Peridex") from The Procter & Gamble Company ("P & G").
Peridex is a prescription anti-bacterial oral rinse. The Company is in the
process of finalizing the terms for the distribution rights to a second product
line from an affiliate of P&G. The purchase price for Peridex and the second
product line resulted from arms-length negotiations between the Company and P&G.
The negotiations for this second product line are currently ongoing and
confidential in nature. Accordingly, due to the integrated nature of the Peridex
product line purchase and the purchase of the second product line, specific
financial details of the Peridex product line purchase will be disclosed upon
the consummation or termination of the acquisition of the second product line.
The Company expects that negotiations for the acquisition of the second product
line will be concluded not later than December 5, 1997.
Under the terms of the agreement for the acquisition of Peridex, the
Company also acquired certain inventory, technology, contract rights, trademarks
and other intellectual property associated with Peridex. The purchase price of
the Peridex product line was drawn from the funds available pursuant to the
terms of that certain Private Equity Line of Credit Agreement dated as of April
30, 1997 between Deere Park Capital Management and the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business to Be Acquired
It is impractical to provide the required financial information for
the acquired business at this time. The Company is compiling the
information necessary for preparing the financial statements and the
pro forma financial information. The required financial statements
will be filed as soon as practicable but in no event later than sixty
days after the date on which this report on Form 8-K is required to be
filed.
(b) Pro Forma Financial Information
See (a) above
(c) Exhibits
Exhibit No. Description
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99 Press Release dated as of November 7, 1997
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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: November 20, 1997 By /s/ Joseph Hines
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Joseph Hines
President
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EXHIBIT 99
Zila Acquires Peridex(R) from P&G
PHOENIX, Nov. 7 /PRNewswire/ -- Zila, Inc.(Nasdaq:ZILA), international provider
of healthcare products for dental/medical professionals and consumers, announced
that its Zila Pharmaceuticals subsidiary has acquired Peridex(R), a prescription
anti-bacterial oral rinse, from The Procter & Gamble Company (P&G). Peridex is
specially formulated to kill bacteria associated with gum disease. Recognized as
the "gold standard" of prescription oral rinses, it was the first rinse to
receive the American Dental Association seal for reduction of plaque and
gingivitis.Three of four American adults have some form of periodontal disease.
Itis the leading cause of tooth loss in adults over age 35. Peridex effectively
controls the oral bacteria associated with periodontal disease, particularly in
the first and only completely reversible stage, gingivitis. Controlling gum
disease at its earliest stage is important because, if left untreated,
gingivitis can progress to periodontitis, resulting in destruction of the
periodontal structure and supporting bone.
Zila Pharmaceuticals President Rocco Anselmo said, "Peridex is one of the
best-established brand names in dentistry. We plan to build on the widespread
professional and consumer loyalty this product has earned. Based on its
professional reputation, Peridex will be the flagship of Zila Pharmaceuticals'
new prescription products line, significantly adding to the Company's revenue
stream."
Peridex will be marketed to healthcare professionals and pharmacists with
extensive support from Innovative Customer Solutions (ICS), a Cincinnati firm
headed by former P&G oral health care executives. Over the last year, ICS has
assisted Zila in educating the insurance industry about OraTest(TM), the
Company's oral cancer detection system, for which FDA approval is pending. ICS
will use its established network of more than 60 experienced detailers to call
on dental offices nationwide.
Zila, Inc., President Joseph Hines observed, "Until now, Zila products have
never had the advantage of being supported by a professional dental office
detailing force. We expect the ICS detailing organization to have a positive
impact on our full line of products, including our intraoral camera systems,
digital x-ray, practice management software, non-prescription products and,
certainly, OraTest."
Bruce L. Byrnes, president of P&G's health care business, said, "We're delighted
that dental professionals will continue to have access to Peridex, a
well-regarded and highly-effective treatment for gingivitis. This move will
allow us to focus even more on our toothpaste business."
Zila has grown rapidly in 1997, with acquisitions of Bio-Dental Technologies
Corporation and Cygnus Imaging, Inc. On October 28, Zila announced the signing
of a definitive agreement to
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acquire Oxycal Laboratories, Incorporated, manufacturer of Ester-C(R) vitamins,
patented products with non-acidic and Body-Ready(R) characteristics.
Zila, Inc., currently has four operating groups. Zila Pharmaceuticals markets
prescription and non-prescription oral healthcare products. Cygnus Imaging
manufactures and markets CygnaScope(TM) and OralVision(TM) intraoral video
camera systems, and CygnusRay(TM) digital x-ray systems. Zila Professional
Products Group includes PracticeWorks(R) dental practice management software and
Zila Dental Supply, a national dental products distributor, marketing 16,462
items to dental professionals through extensive telemarketing and direct mail,
catalog and internet sales. Zila Manufacturing is the world's only producer of
pharmaceutical grade toluidine blue, the active ingredient in OraTest(TM), the
first oral cancer detection system. Zila is introducing OraTest in markets
worldwide.
This document contains forward-looking statements which are based on Zila's
expectations and are subject to various business risks and uncertainties, some
of which are beyond Zila's control. Actual results could differ materially from
these forward-looking statements as a result of such risks. There can be no
assurances that the forward looking statements contained herein will in fact
transpire or prove to be accurate.
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