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):
January 17, 1997
biosys, inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2878645 0-19819
State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification
incorporation No.)
10150 Old Columbia Road, Columbia, Maryland 21046
(Address of principal executive offices) (Zip code)
(410) 381-3800
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On January 17, 1997, the Company consummated a sale of certain assets
of the Company and its wholly-owned subsidiaries, Crop Genetics International
Corporation and Agridyne Technologies, Inc., to Thermo Trilogy Corp. ("Thermo")
in accordance with an asset purchase agreement with Thermo dated December 24,
1996. The Company and its subsidiaries are each the subject of proceedings
pending under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Maryland. The sale of assets
pursuant to the asset purchase agreement was approved by the Bankruptcy Court on
January 7, 1997. The assets sold included substantially all of the assets of the
Company, including the Company's stock in AgriSense-BCS, Ltd., and its
subsidiaries, in bankruptcy except for: (i) cash on hand; (ii) accounts
receivable (iii) the lease of certain office, warehouse and laboratory
facilities located in Columbia, Maryland and (iv) certain avoidance claims of
the Company and its subsidiaries in their bankruptcy proceedings. The
consideration received for the sale of assets consists of: (i) $11 million in
cash; (ii) the assumption by Thermo of certain executory contracts and unexpired
leases and, in connection therewith, the payment by Thermo of amounts necessary
to cure all defaults on certain of the contracts and leases assumed and (iii)
the conveyance by Thermo to Archer Daniels Midland Corporation ("ADM") of
certain of the purchased assets as an inducement to ADM to waive its claims
against the bankruptcy estates of the Company and its subsidiaries in
bankruptcy.
Pursuant to the order of the Bankruptcy Court approving the sale of
assets, the proceeds of the sale will be distributed to the creditors of the
Company and its subsidiaries, in bankruptcy in accordance with the provisions of
the Bankruptcy Code, the final order regarding cash collateral entered by the
Bankruptcy Court on November 27, 1996 and further orders of the Bankruptcy
Court. Upon the closing of the asset sale, the business operations of the
Company and its subsidiaries in bankruptcy essentially ceased.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release of the Company dated
February 3, 1997.
<PAGE>
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.
biosys, inc.
By: /s/Michael R.N. Thomas
Michael R.N. Thomas
Vice President and Chief
Financial Officer
Date: February 3, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release of the Company dated February 3, 1997.
EXHIBIT 99.1
PRESS RELEASE OF THE
COMPANY DATED FEBRUARY 3, 1997
FOR IMMEDIATE RELEASE
CONTACT:
Dr. Edwin C. Quattlebaum
President and CEO
Mr. Michael R.N. Thomas
Vice President and CFO
Telephone (410) 381-3800
BIOSYS ANNOUNCES CONSUMMATION OF ASSET SALE
COLUMBIA, MD, February 3, 1997.--biosys, inc. [Nasdaq: BIOSQ] today
announced that on January 17, 1997, the Company consummated a sale of
substantially all of the operating assets of the Company and its wholly-owned
subsidiaries, Crop Genetics International Corporation and AgriDyne Technologies,
Inc., to Thermo Trilogy Corp. ("Thermo") in accordance with an asset purchase
agreement with Thermo dated December 24, 1996. As previously announced by the
Company, the sale of assets pursuant to the asset purchase agreement was
approved by the United States Bankruptcy Court on January 7, 1997. The assets
sold included substantially all of the assets of the Company (including the
stock of the Company's subsidiary, AgriSense-BCS, Ltd.) and its subsidiaries in
bankruptcy except for: (i) cash on hand; (ii) accounts receivable (iii) the
lease of certain office, warehouse and laboratory facilities located in
Columbia, Maryland and (iv) certain avoidance claims of the Company and its
subsidiaries in the bankruptcy proceeding. As provided in the agreement, the
Company was paid $11 million in cash for the assets. In addition, Thermo assumed
certain executory contracts and unexpired leases and, in connection therewith,
paid amounts necessary to cure all defaults on certain of the contracts and
leases assumed. Thermo also conveyed to Archer Daniels Midland Corporation
("ADM") certain of the purchased assets as aninducement to ADM to waive its
claims against the bankruptcy estates of the Company and its subsidiaries.
Pursuant to the order of the Bankruptcy Court approving the sale of
assets, the proceeds of the sale will be distributed to the creditors of the
Company and its subsidiaries in accordance with the provisions of the Bankruptcy
Code, the final order regarding cash collateral entered by the Bankruptcy Court
on November 27, 1996 and further orders of the Bankruptcy Court. Upon the
closing of the asset sale, the business operations of the Company and its
subsidiaries in bankruptcy essentially ceased.
As previously announced by the Company, after the liquidation of all of
the assets of biosys and its subsidiaries in bankruptcy, biosys does not believe
that there will be any funds remaining for biosys' equity holders, whether
preferred or common, after distribution to secured creditors, administrative and
priority claimants, and unsecured creditors.
In a separate development, biosys announced that it had received the
resignation of Mr. Peter Stalker, III, managing director, Warburg Pincus Capital
Company, L.P. from the Company's board of directors, effective January 28, 1997.
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