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UNITED STATES
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): September 16, 1998
MERIS LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation or organization)
0-19360 77-0274078
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(Commission file number) (I.R.S. Employer Identification No.)
1075 East Brokaw Road, San Jose, California 95131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-453-8093
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Meris Laboratories Inc. (the "Registrant"), a debtor in a Chapter 11 bankruptcy
case pending in the United States District Court for the Central District of
California, announced that it has signed a definitive agreement for Unilab
Corporation, a Delaware corporation ("Unilab"), to acquire substantially all of
the assets (including the customer list) of the Registrant.
The purchase price consists a convertible subordinated note for $14,000,000
("the Note") and $2,520,000 in liabilities payable to the Registrant in equal
installments over 72 months. The Note has an 8-year term with a $3.00 per
share conversion price, and bears a 7.5% per annum interest rate. In addition
to the customer list, Unilab will acquire substantially all of the assets of
the Registrant and assume certain liabilities. The purchase price is subject
to certain adjustments.
Completion of this transaction is conditioned upon approval of the Bankruptcy
Court and other customary closing conditions. The agreement obligates the
Registrant to pay a substantial break-up fee to Unilab in the event the Unilab
acquisition is not approved and a sale to another buyer is approved.
The Registrant previously announced that it had filed to reorganize under
Chapter 11 of the Bankruptcy Code. As set forth in the Registrant's publicly
available Schedules of Assets and Liabilities filed in the bankruptcy case, the
Registrant's indebtedness to its creditors exceeds the value of its assets.
The proceeds anticipated from the asset sale announced with Unilab are less
than the Registrant's indebtedness. If a sale is approved by the Bankruptcy
Court and consummated, the Registrant expects to file a plan of reorganization
under which it will distribute all of the net proceeds of the sale to its
creditors, subject only to the satisfaction of certain administrative and other
priority liabilities. It is unlikely that holders of the Registrant's common
stock will receive any proceeds in the reorganization.
The statements in this Form 8-K that are not historical facts may be deemed to
be forward-looking statements. Each of the above forward-looking statements is
subject to change based on various risks and uncertainties, including without
limitation, actions by the Bankruptcy Court, the claims of the Registrant's
creditors and competing bids brought by third parties that could cause the
outcome to be materially different from that stated.
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 thereunto duly authorized.
MERIS LABORATORIES, INC.
By: /s/ Philip A. Tremonti
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Philip A. Tremonti
President, Chief Executive Officer
and Chief Financial Officer
Date: September 18, 1998
