SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 9, 1998
SYNETIC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-17822 22-2975182
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
669 River Drive, River Drive Center II,
Elmwood Park, NJ 07407
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (201) 703-3400
Exhibit Index on Page 3
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Item 5. Other Events.
On March 9, 1998, Synetic, Inc., a Delaware corporation (the
"Company"), issued a press release announcing that it had entered into a merger
agreement whereby Point Plastics, Inc., a California corporation ("Point
Plastics"), will become a wholly-owned subsidiary of the Company. The purchase
price for all of the outstanding capital stock of Point Plastics is $86 million,
subject to adjustment under certain circumstances, payable 60% in shares of
Company Common Stock and 40% in cash. The closing is subject to satisfaction of
certain conditions which include Hart Scott Rodino clearance, effectiveness of a
Registration Statement on Form S-4 covering the Company shares and an
affirmative vote of Point Plastics' shareholders.
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EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Press Release, dated March 9, 1998.
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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.
SYNETIC, INC.
Date: March 11, 1998 By: /s/ Charles A. Mele
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Name: Charles A. Mele
Title: Vice President and
General Counsel
EXHIBIT 99.1
[LETTERHEAD OF SYNETIC, INC.]
FOR IMMEDIATE RELEASE
Contact: Anthony Vuolo
Vice President-Chief Financial Officer
(201) 703-3400
SYNETIC ANNOUNCES SIGNING OF
AGREEMENT TO ACQUIRE POINT PLASTICS
ELMWOOD PARK, NEW JERSEY, March 9, 1998 -- Synetic, Inc. (NASDAQ:SNTC)
announced today that it has signed a merger agreement for the acquisition of
Point Plastics, Inc., a manufacturing company located in Petaluma, California.
Point Plastics sells high-volume disposable plastic products, such as pipette
tips, micro-centrifuge tubes and PCR tubes to the research and clinical life
sciences markets worldwide. Point Plastics had net sales of approximately $25
million for calendar year 1997. The purchase price for all of the outstanding
capital stock of Point Plastics is $86 million, subject to adjustment under
certain circumstances, payable 60% in shares of Synetic Common Stock and 40% in
cash. The closing is subject to satisfaction of conditions which include Hart
Scott Rodino clearance, effectiveness of a Registration Statement on Form S-4
covering the Synetic shares and an affirmative vote of Point Plastics'
shareholders. Shareholders representing 51% of Point Plastics' shares have
agreed to vote in favor of the merger. The shareholders of Point Plastics have
agreed not to sell Synetic stock received in the merger until after the first
anniversary of the closing. The closing is expected to occur late this spring.
The tax free merger will be accounted for using the purchase method of
accounting and is expected to be accretive to Synetic's earnings.
Mr. Martin J. Wygod, Chairman of Synetic, stated, "The acquisition of
Point Plastics represents an excellent addition to Porex, our plastic filtration
technologies subsidiary, which has been reporting record sales and earnings. We
are committed to growing our plastics business through both internal development
and acquisitions. We are in discussions to acquire additional businesses that
are complementary to Porex. As a result of this acquisition and other potential
strategic growth opportunities, we have decided not to proceed with the
previously announced initial public offering of Porex at this time. We will,
however, evaluate all of the various available alternatives regarding the
separation of our two principal lines of business after the conclusion of our
fiscal year on June 30, 1998."
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Mr. Philip Stolp, a founder of Point Plastics and its Chief Executive
Officer, stated that, "I, along with Thomas Taggart, Point Plastics' Chief
Operating Officer, view this merger as a great opportunity for our company and
its employees, and we believe that our affiliation with Porex will allow us to
accelerate the growth of Point's business and expand into new markets in the
life sciences industry."
Synetic operates two principal lines of business, plastic filtration
technologies and healthcare communications.
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The statements contained in this release, other than the terms of the
acquisition of Point Plastics, are forward looking statements that involve risks
and uncertainties, including, but not limited to, satisfaction of conditions to
closing the acquisition, product demand and market risks, the effect of economic
conditions, the impact of competitive products and pricing, and other risks
detailed in Synetic's Securities and Exchange Commission filings.
