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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): December 18, 2000
CHRONIMED INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-19952 41-1515691
(Commission File No.) (IRS Employer Identification No.)
10900 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(952/979-3600)
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Item 5. Other Events
Chronimed Inc. entered into an Asset Purchase Agreement on December 1, 2000 with
Medisys PLC (London: MDY.L) of Woodbridge, Suffolk, England with the intent to
sell the assets of its Diagnostic Products subsidiary, MEDgenesis.
The Chronimed Board of Directors has approved the transaction contemplated by
the Asset Purchase Agreement.
Under the Asset Purchase Agreement terms, the sale price equals $39.975 million.
The Company will receive $30.475 million in cash and $9.500 million in MDY
common stock, subject to certain adjustments. The Company expects the closing,
which is subject to antitrust clearance and other conditions, to occur within 15
to 45 days.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable
(c) Exhibits
2.1 Asset Purchase Agreement dated December 1, 2000 between
Chronimed Inc. and Medisys PLC without exhibits and schedules.
99.1 Press release dated December 4, 2000 disclosing the execution
of the Asset Purchase Agreement.
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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 of the
undersigned thereunto duly authorized.
CHRONIMED INC.
(Registrant)
Date: December 13, 2000
By: /s/ Henry F. Blissenbach
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Henry F. Blissenbach
Chief Executive Officer and
Chairman of the Board of Directors
/s/ Gregory H. Keane
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Gregory H. Keane
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Asset Purchase Agreement dated December 1, 2000 between Chronimed Inc.
and Medisys PLC without exhibits and schedules.
99.1 Press release dated December 4, 2000 disclosing the execution of the
Asset Purchase Agreement.
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