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):
May 13, 1998
SAGE LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 1-7054 04-2179082
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
11 Huron Drive, East Natick Industrial Park, Natick, Massachusetts 01760
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(508) 653-0844
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Item 5. Other Events.
On May 13, 1998, Sage Laboratories, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
Filtronic plc, a public limited company incorporated under the laws of England
and Wales ("Filtronic"), and Fil Acquisition Corp. ("Merger Sub"), a
Massachusetts corporation and a wholly-owned subsidiary of Filtronic. Pursuant
to the Merger Agreement, Filtronic, an English supplier of advanced
telecommunications integrated subsystems, will acquire all of the outstanding
shares of common stock, $.10 par value per share (the "Shares"), of the Company
for a cash purchase price of $17.50 per Share.
The transaction will be structured as a cash tender offer for the
outstanding Shares followed by a second step merger. The tender offer is subject
to a Minimum Condition requiring the tender of at least two-thirds of the
outstanding Shares. In addition, the acquisition transaction is subject to the
approval of the Filtronic shareholders, obtaining necessary governmental
clearances and other customary closing conditions. Following completion of the
tender offer, the Company will be merged with Merger Sub in a second-step
transaction in which holders of any untendered Shares will be entitled to
receive the same cash consideration per Share paid by Filtronic in the tender
offer.
In connection with the Merger Agreement, certain stockholders of the
Company holding an aggregate of approximately 25% of the outstanding Shares
entered into a Stockholder Agreement with Filtronic pursuant to which each such
stockholder agreed to tender to Filtronic all Shares held by him.
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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.
SAGE LABORATORIES, INC.
Date: May 15, 1998 By: /s/ Carl A. Marguerite
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Carl A. Marguerite
Chairman and Chief Executive
Officer and Principal Executive,
Financial and Accounting Officer
