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): March 10, 1997
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DYNAGEN, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11352 04-3029787
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or organization) Identification No.)
99 Erie Street, Cambridge, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 491-2527
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No change since last report
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(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 10, 1997, DynaGen, Inc. issued a press release regarding its
agreement to purchase the stock of Superior Pharmaceutical Company. The press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
99.1 Press Release of DynaGen, Inc. dated March 10, 1997.
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SIGNATURE
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 thereunto duly authorized.
DYNAGEN, INC.
By: /s/ DR. INDU A. MUNI
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Dr. Indu A. Muni
President, Chief Executive
Officer and Treasurer
Dated: March 21, 1997
EXHIBIT INDEX
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Exhibit
Numbers Exhibits
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99.1 Press Release of DynaGen, Inc. dated March 10, 1997.
EXHIBIT 99.1
P R E S S R E L E A S E
DYNAGEN, INC. TO ACQUIRE SUPERIOR PHARMACEUTICAL COMPANY
- Acquisition to Generate $30 million revenue base -
CAMBRIDGE, MA, March 10, 1997 -- DynaGen, Inc. (NASDAQ:DYGN;BSE:DYG)
today announced that it has entered into a definitive agreement to acquire the
stock of Superior Pharmaceutical Company (Superior) of Cincinnati, Ohio.
Superior, a privately-held company, markets and distributes generic
pharmaceutical products to independent, retail chain and institutional
pharmacies.
Superior has its primary operations in Cincinnati, Ohio, where it
employs 65 people, and has 40,000 square feet of office, warehouse and
distribution space. The company reported 1996 sales of $32 million with pre-tax
income of over $3.0 million. Its rapid revenue growth over the past several
years has resulted in it being included in Inc. Magazine's prestigious Inc. 500
list three times in the past four years, which recognizes the fastest growing
privately-held companies in the United States. In addition, Superior has been
the recipient of the "Crescendo Award" five years in a row, an award presented
to the top 50 fastest growing companies in the greater Cincinnati area.
Under the terms of the agreement, DynaGen will pay Superior's
shareholders a total of $16.5 million, consisting of $6.5 million in cash to be
paid at the closing, $5 million in three-year notes and 1,666,666 shares of
DynaGen Common Stock. The shareholders may also receive certain incentive
payments based on Superior's performance during the three years following the
close of the transaction. In addition, DynaGen will assume the existing debt of
Superior, consisting principally of an asset-based line of credit and trade
payables. The successful completion of the transaction is subject to obtaining
satisfactory equity and debt financing. The companies expect to close this
transaction in the next 60 days.
"The acquisition of Superior Pharmaceutical Company is another
important element of our long-term strategy to create an integrated multisource
drug business with a strong distribution base in the U.S. drugstore market. We
believe there are not only opportunities to expand the operations of Superior,
but to also enjoy the benefits of vertical integration with our Able
Laboratories' drug manufacturing division," said Dr. Indu Muni, President and
Chief Executive Officer of DynaGen. "We plan to continue to seek strategic
opportunities in the raw material supply, manufacturing, specialty packaging,
distribution and drug development areas to build our multisource business into a
major profitable revenue source for DynaGen."
"We are pleased to enter into this strategic alliance with DynaGen,
especially at a time when the multisource drug industry is experiencing a
consolidation phase," said Mr. Dennis Smith, President and Chief Executive
Officer of Superior Pharmaceuticals Company. "We believe that the integration of
Able Laboratories' manufacturing capabilities with Superior will add to
DynaGen's opportunities for revenues, profitability, and, most importantly,
provide market feedback to support new product development strategies."
DynaGen, Inc., a healthcare company founded in 1988, develops and
markets therapeutic and diagnostic products for human healthcare.
Any statements which are not historical facts contained in this press
release are forward-looking statements that involve risks and uncertainties.
Please refer to the risk factors identified in the Company's recent report on
Form 10-K. There can be no assurance that the anticipated benefits from this
acquisition will be realized. The integration of Superior will require
substantial attention from management, many of whom have limited experience in
integrating acquisitions. The diversion of management's attention, the process
of integrating the businesses and any difficulties encountered in the transition
process could cause an interruption of business, and could have a material
adverse effect on the Company's operations and financial performance.
Finalization of the acquisition of Superior Pharmaceutical Company by DynaGen
will depend on the availability of adequate financing.
Contacts:
Robert Moore Investor Relations
L.G. Zangani, Inc. DynaGen, Inc.
(908) 788-9660 (617) 491-2527
