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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 17, 1999
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Escalon Medical Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-20127 33-0272839
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
351 East Conestoga Road, Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 688-6830
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On November 17, 1999, Escalon Medical Corp., a California corporation
("Escalon California"), merged with and into one of its wholly owned
subsidiaries, Escalon Medical Corp. (formerly Escalon Delaware, Inc.), a
Delaware corporation (the "Registrant"), for the purpose of reincorporating
Escalon California in the State of Delaware (the "Merger") pursuant to an
Agreement and Plan of Merger dated as of November 17, 1999 (the "Merger
Agreement") between Escalon California and the Registrant. Pursuant to the
Merger Agreement, the separate corporate existence of Escalon California ceased
and the Registrant is the surviving corporation of the Merger.
The Registrant succeeded to all of the assets, rights and properties of
Escalon California and assumed all of the debts, liabilities and obligations of
Escalon California. Each share of Common Stock of Escalon California, no par
value, issued and outstanding immediately prior to the effective date of the
Merger was automatically converted into one fully paid and nonassessable share
of Common Stock, par value $.001 per share, of the Registrant. Each outstanding
certificate representing issued and outstanding shares of Common Stock of
Escalon California immediately prior to the effective date of the Merger is
deemed to represent the number of shares of Common Stock of the Registrant into
which shares of Escalon California Common Stock were converted in the Merger.
The directors and officers of the Registrant immediately prior to the effective
date of the Merger continued to serve as the directors and officers of the
Registrant after the Merger. Also, the Certificate of Incorporation and By-Laws
of the Registrant as in effect immediately prior to the effective date of the
Merger continued in full force and effect after the Merger, except that the name
of the Registrant changed to Escalon Medical Corp. The Registrant has assumed
and will continue the stock option plans and all other employee benefit plans of
Escalon California. In addition, each outstanding and unexercised option and
warrant to purchase Escalon California Common Stock automatically became an
option or warrant to purchase the same number of shares of Common Stock of the
Registrant on the same terms and conditions and at an exercise price per share
equal to the respective exercise price per share applicable to any such Escalon
California option or warrant prior to the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Document
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2.1 Agreement and Plan of Merger between Escalon
Medical Corp. and Escalon Delaware, Inc.
(incorporated by reference to Exhibit A of
the Registrant's preliminary proxy materials
relating to its 1999 Annual Meeting of
Stockholders, as filed with the Securities
and Exchange Commission (the "Commission")
on September 29, 1999 (the "Proxy
Statement").
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Exhibit No. Document
3.1 Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit B of the Proxy Statement).
3.2 By-Laws of the Registrant (incorporated by
reference to Exhibit C of the Proxy
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ESCALON MEDICAL CORP.
Date: November 17, 1999 By: /s/ Richard J. DePiano
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Richard J. DePiano
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Document
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2.1 Agreement and Plan of Merger between Escalon
Medical Corp. and Escalon Delaware, Inc.
(incorporated by reference to Exhibit A of
the Registrant's preliminary proxy materials
relating to its 1999 Annual Meeting of
Stockholders, as filed with the Securities
and Exchange Commission (the "Commission")
on September 29, 1999 (the "Proxy
Statement").
3.1 Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit B of the Proxy Statement).
3.2 By-Laws of the Registrant (incorporated by
reference to Exhibit C of the Proxy
Statement).
