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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): November 5, 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 Bankruptcy Court for the Central
District of California, consummated the sale of substantially all of its
assets to Unilab Corporation, a Delaware corporation ("Unilab") on November
5, 1998 pursuant to an asset purchase agreement that was approved by the
Bankruptcy Court following a hearing conducted on October 28, 1998.
The purchase price paid to the Registrant consisted of 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 Registrant's customer list, Unilab
acquired substantially all of the assets of the Registrant and assumed
certain liabilities.
The Registrant previously announced that it had filed to reorganize under
Chapter 11 of the Bankruptcy Code. The Registrant now 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. Because the proceeds received
from the asset sale to Unilab are less than the Registrant's indebtedness, 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 and the claims
that have been or may be asserted against the Registrant by third parties.
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: November 11, 1998
