SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2000
OPHIDIAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13835 39-1661164
(State, or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5445 East Cheryl Parkway, Madison, Wisconsin 53711
(Address of principal executive offices)
Registrant's telephone number, including area code: (608) 271-0878
Item 2. Acquisition or Disposition of Assets.
On November 16, 2000, the Ophidian Pharmaceuticals,
Inc. (the "Company") completed the sale of
substantially all of its assets to Promega Corporation.
The sale took place pursuant to a previously announced
Asset Purchase Agreement dated as of September 1, 2000,
by and between the parties. At closing, the Company
received $1,148,745.12 in cash, representing the agreed
cash price of $1,250,000 less certain allowable,
closing date adjustments. In addition, Promega
delivered to the Company a promissory note in the
original principal amount of $170,000, representing the
balance of the purchase price and payable in full with
accrued interest on or before January 29, 2001.
Item 5. Other Events.
On November 9, 2000, the Company issued the press
release attached hereto as Exhibit 99.1 and
incorporated by reference herein.
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Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information. The
Company's Unaudited Pro Forma Balance Sheet
dated June 30, 2000, and the Company's
Unaudited Pro Forma Statement of Operations
for the Nine Months Ended June 30, 2000, and
the accompanying Notes to Pro Forma Financial
Statements are incorporated herein by
reference to pages 26-29 of the Proxy
Statement filed on Schedule 14A on
October 10, 2000 (File No. 001-13835).
(c) Exhibits. The following exhibits are filed
as a part of this report:
Exhibit Number Description of Exhibit
2.1 Asset Purchase Agreement dated as of
September 1, 2000, by and between
Ophidian Pharmaceuticals, Inc. and
Promega Corporation. Incorporated by
reference to Exhibit A to the Company's
Proxy Statement filed on Schedule 14A on
October 10, 2000 (File No. 001-13835).
2.2 Plan of Dissolution and Liquidation.
Incorporated by reference to Exhibit B
to the Company's Proxy Statement filed
on Schedule 14A on October 10, 2000
(File No. 001-13835).
99.1 Press release issued November 9, 2000.
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.
OPHIDIAN PHARMACEUTICALS, INC.
Date: December 1, 2000 /s/ Susan P. Maynard
-----------------------------
Susan P. Maynard
Secretary
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EXHIBIT INDEX
Exhibit No. Description
2.1 Asset Purchase Agreement dated as
of September 1, 2000, by and
between Ophidian Pharmaceuticals,
Inc. and Promega Corporation.
Incorporated by reference to
Exhibit A to the Company's Proxy
Statement filed on Schedule 14A on
October 10, 2000 (File No. 001-13835).
2.2 Plan of Dissolution and
Liquidation. Incorporated by
reference to Exhibit B to the
Company's Proxy Statement filed on
Schedule 14A on October 10, 2000
(File No. 001-13835).
99.1 Press release issued November 9, 2000.
