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U.S. 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 16, 1997
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DESTRON FEARING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19688 84-1079037
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
490 VILLAUME AVENUE
SOUTH ST. PAUL, MINNESOTA 55075
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (612) 455-1621
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
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ITEM 5. OTHER EVENTS.
As reported in the Quarterly Report on Form 10-Q filed by Destron Fearing
Corporation (the "Company") for its quarter ended March 31, 1997 in "Note 5.
Legal Proceedings," of the Notes to the Company's Consolidated Financial
Statements included therein and in "Part II. Other Information, Item 1. Legal
Proceedings," the Company is a party to litigation in which it is asserting
infringement by a competitor of one of the Company's patents related to certain
of its technology. As further reported in the Quarterly Report on Form 10-Q,
the trial in the litigation commenced on January 8, 1996. On January 29, 1996,
the jury in the trial returned a verdict in favor of the Company, found that the
defendants had willfully infringed on the Company's patent, and awarded damages
of $444,000, including prejudgment interest. The defendants appealed the
verdict, and the appeal is now pending before the United States Court of Appeals
for the federal circuit, with the oral argument scheduled for the first week of
June 1997. While management and legal counsel continue to believe that the
ultimate outcome of this litigation will not have a significant adverse impact
on the Company's future financial position, cash flows or results of operations,
there can be no assurance of the ultimate outcome of the litigation.
The Company also reported in its Quarterly Report that on April 21, 1997,
four plaintiffs (including one of its competitors) filed a lawsuit against the
Company and Schering-Plough Animal Health and another of the Company's
competitors in the United States District Court for the District of Minnesota.
Such lawsuit was actually filed on April 22, 1997, and an amended complaint was
filed on May 16, 1997. In their complaint, as amended, the plaintiffs allege
patent infringement, false advertising, unfair competition and attempted
monopolization on the part of the Company, among other matters, stemming from
the ISO standards. While management of the Company is unable, at this time, to
estimate the potential impact of this litigation, the Company and its legal
counsel believe that its products do not infringe any valid asserted claims of
the patents owned by the plaintiffs, that the false advertising and unfair
competition claims are without merit, that the Company is likely to prevail on
the attempted monopolization claim, and that the ultimate outcome of this
litigation will not have a significant adverse impact on the Company's future
financial position, cash flows or result of operations. However, any litigation
has an inherent risk of loss at trial, and there can be no assurance of the
ultimate outcome of this lawsuit. Furthermore, cost of litigation could be
substantial.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. This Current Report on Form 8-K and other
materials filed or to be filed by the Company with the Securities and Exchange
Commission, as well as other written materials or oral statements that the
Company may make or publish from time to time, contain forward-looking
statements relating to business prospects, anticipated financial performance and
similar matters. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially from the anticipated
results or other expectations expressed in the forward-looking statements.
These risks and uncertainties include, but are not limited to, changes in order
quantities by customers, the unanticipated loss of business from major
customers, slower than anticipated sales growth, inadequate capital resources,
the threat of intellectual property disputes and an inability to obtain
favorable terms from suppliers.
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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.
Not applicable.
(c) EXHIBITS.
None.
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.
Destron Fearing Corporation
Date: June 4, 1997. By /s/ Randolph K. Geissler
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Randolph K. Geissler
President and Chief Executive Officer
