<PAGE> 1
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
-----------------
BIO-DENTAL TECHNOLOGIES CORPORATION
------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-10771 84-1104386
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11291 SUNRISE PARK DRIVE, RANCHO CORDOVA, CALIFORNIA 95742
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code 916-638-8147
--------------
NONE
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. OTHER EVENTS
On January 8, 1997 (the "Effective Date"), Bio-Dental Technologies
Corporation (the "Registrant") consummated a merger with Zila, Inc., a Delaware
corporation ("Zila"), and Zila Merger Corporation, a Delaware corporation,
whereby the Registrant became a wholly-owned subsidiary of Zila through the
merger of Zila Merger Corporation, a wholly-owned subsidiary of Zila ("Merger
Sub"), with and into the Registrant (the "Merger").
On the Effective Date of the Merger: (i) the Registrant became a wholly-
owned subsidiary of Zila by merger of the Merger Sub with and into the
Registrant; (ii) the stockholders of the Registrant, by such merger, became
stockholders of Zila, as each then outstanding share of common stock, $.01 par
value, of the Registrant (the "Bio-Dental Common Stock") was converted into
0.825 shares of the common stock, $.001 par value, of Zila (the "Zila Common
Stock"), as determined under the exchange ratio formula set forth in the Merger
Agreement dated August 8, 1996 between Registrant, Zila and the Merger Sub, a
copy of which was filed with the Registrant's Form 8-K Current Report dated
August 8, 1996 and which is incorporated herein by this reference; (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 was 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
ceased, and the Registrant continues as the surviving corporation.
The Merger Agreement and the Merger was 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 of Shareholders that was
held on December 30, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are attached to this Form 8-K as exhibits:
A. Merger Agreement dated August 8, 1996 by and among the Registrant,
Zila and Merger Sub, incorporated herein by reference to Registrant's Form 8-K
Current Report dated August 8, 1996.
B. Closing Certificate dated January 8, 1997, executed by the
Registrant and Zila
2
<PAGE> 3
acknowledging the exchange ratio of .825 shares of Zila Common Stock for every
share of Bio-Dental Common Stock; and
C. Registrant's Press Release dated January 8, 1997.
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 hereunto duly authorized.
Bio-Dental Technologies Corporation
By /s/ TERRY E. BANE
--------------------------------------
Terry E. Bane, Chief Financial Officer
Date: January 17, 1997
3
<PAGE> 4
CLOSING CERTIFICATE
The undersigned, Joseph Hines, as President of Zila, Inc., a Delaware
corporation ("Zila"), and Curtis M. Rocca, as President of Bio-Dental
Technologies Corporation, a California corporation ("Bio-Dental"), in connection
with the closing of the transactions contemplated by that certain Merger
Agreement dated August 8, 1996 (the "Agreement") among Zila, Bio-Dental and Zila
Merger Corporation, a Delaware corporation, do each hereby acknowledge and agree
that for purposes of Section 1.5(a) of the Agreement the average closing bid
price for Parent Common Stock (as defined in the Agreement) as reported by the
Nasdaq Small-Cap Market during the Calculation Period (as defined in the
Agreement) was not less than $6.00 per share or greater than $7.75 per share and
that, accordingly, each share of Company Common Stock (as defined in the
Agreement) issued and outstanding immediately prior to the Effective Time (as
defined in the Agreement), other than shares canceled pursuant to Section 1.5(b)
of the Agreement, shall automatically be canceled and extinguished and be
converted into and become a right to receive 0.825 shares of Parent Common
Stock, all as more fully set forth in the Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Closing
Certificate effective as of this __ day of January, 1997.
ZILA, INC.
By: /s/ JOSEPH HINES
-------------------------
Joseph Hines, President
BIO-DENTAL TECHNOLOGIES
CORPORATION
By:
----------------------------
Curtis M. Rocca, President
<PAGE> 5
CLOSING CERTIFICATE
The undersigned, Joseph Hines, as President of Zila, Inc., a Delaware
corporation ("Zila"), and Curtis M. Rocca, as President of Bio-Dental
Technologies Corporation, a California corporation ("Bio-Dental"), in connection
with the closing of the transactions contemplated by that certain Merger
Agreement dated August 8, 1996 (the "Agreement") among Zila, Bio-Dental and Zila
Merger Corporation, a Delaware corporation, do each hereby acknowledge and agree
that for purposes of Section 1.5(a) of the Agreement the average closing bid
price for Parent Common Stock (as defined in the Agreement) as reported by the
Nasdaq Small-Cap Market during the Calculation Period (as defined in the
Agreement) was not less than $6.00 per share or greater than $7.75 per share and
that, accordingly, each share of Company Common Stock (as defined in the
Agreement) issued and outstanding immediately prior to the Effective Time (as
defined in the Agreement), other than shares canceled pursuant to Section 1.5(b)
of the Agreement, shall automatically be canceled and extinguished and be
converted into and become a right to receive 0.825 shares of Parent Common
Stock, all as more fully set forth in the Agreement.
IN WITNESS WHEREOF, each of the undersigned has executed this Closing
Certificate effective as of this __ day of January, 1997.
ZILA, INC.
By:
-------------------------
Joseph Hines, President
BIO-DENTAL TECHNOLOGIES
CORPORATION
By: /s/ CURTIS M. ROCCA
----------------------------
Curtis M. Rocca, President
<PAGE> 6
BIODENTAL
TECHNOLOGIES CORPORATION
CONTACT:
Curtis M. Rocca III Terry E. Bane
President and Chief Executive Officer Chief Financial Officer
(916)638-8147 (916)638-8147
FOR IMMEDIATE RELEASE
BIO-DENTAL TECHNOLOGIES CORPORATION
COMPLETES MERGER WITH ZILA, INC.
SACRAMENTO, California (January 8, 1997) - Bio-Dental Technologies Corporation
(NASDAQ NM:BDTC) announced today that it has concluded its merger with Zila,
Inc. (NASDAQ:ZILA).
Under the terms of the merger, each Bio-Dental shareholder will receive
0.825 shares of Zila stock for each share of Bio-Dental stock. The transaction
is being accounted for as a pooling of interests, with Bio-Dental becoming a
wholly-owned subsidiary of Zila.
With the merger now completed, Bio-Dental's dental supply distribution
subsidiary, The Supply House, will ready itself for the anticipated launch of
Zila's patented new oral cancer diagnostic aid, OraTest(TM). The Supply House
will be the exclusive distributor of OraTest, once FDA approval is received for
U.S. distribution of the new oral cancer diagnostic. OraTest has already been
approved for use in the U.K., Australia, Canada, New Zealand and several other
countries.
"We are very excited about the potential of OraTest and what it could
mean for the growth of The Supply House," said Curtis M. Rocca, III, President
of Bio-Dental. Every dentist who uses OraTest will have to call The Supply
House to order. While we have them on the phone, we believe we will be able to
sell them many other products as well."
The merger also provides Zila with strong vertical integration of the
OraTest process - from the manufacture of the active ingredient through the
distribution to the end user. This should greatly enhance Zila's margin
opportunity on product sales.
Bio-Dental's existing management team will remain in place, and the
Company's headquarters will remain in Sacramento, CA. Existing Bio-Dental
management will be responsible for the growth and operations of Bio-Dental's two
wholly owned subsidiaries, The Supply House and Integrated Dental Technologies.
P.O. Box 399
Rancho Cordova
CA 95741-0399
(916)638-8020
Fax:(916)638-0116
<PAGE> 7
Bio-Dental Technologies Corporation manufactures, markets, and
distributes dental supplies and proprietary, high-technology dental products to
the $2-billion professional dental supply market in all 50 states and Canada.
Zila, Inc. is an international marketer of oral healthcare products,
including Zilactin(R), Zilactin-B, Zilactin-L, Zilactin-Lip and Quick
Floss(TM), in markets worldwide. Zila is the nation's only manufacturer of
pharmaceutical grade toluidine blue (the active ingredient in OraTest).
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, FDA approval of Zila's OraTest cancer diagnostic, the inherent
marketability of OraTest, the ability for The Supply House and Integrated
Dental Technologies to effectively execute their business plans, and the
absence of unforeseen market developments.
***
