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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 5, 1997
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IBAH, INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 0-19892 52-1670189
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Four Valley Square
512 Township Line Road
Blue Bell, Pennsylvania 19422
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 215-283-0770
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On May 5, 1997, IBAH, Inc. ("IBAH") purchased the operations of Pharmaco
Pty., Ltd. ("Pharmaco"), an Australian-based clinical research organization,
through a purchase of all of the outstanding capital stock of its parent,
Catapharm Corp., a Delaware corporation (the "Parent").
The consideration for the acquisition of all of the shares of the Parent
consisted of 575,000 shares of common stock of IBAH.
The nature of Pharmaco's business includes high quality clinical trial,
regulatory, data management and health economic services in Australia.
For more information, see IBAH's press release dated May 7, 1997, which
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
In the event that they are required, financial statements of the business
acquired will be filed on Form 8-K/A as soon as practicable, but not later than
60 days after this Form 8-K is filed.
(b) Pro Forma Financial Information (unaudited).
In the event that they are required, pro forma financial information will
be filed on Form 8-K/A as soon as practicable, but not later than 60 days after
this Form 8-K is filed.
(c) Exhibits.
2.1* Stock Purchase Agreement, dated February 28, 1997, among IBAH, Catapult
Pty. Ltd., Phillip Altman and Juanita Altman.
2.2** Amendment to Stock Purchase Agreement, dated April 9, 1997, among
IBAH, Catapult Pty. Ltd., Phillip Altman and Juanita Altman.
99.1** Press release dated May 7, 1997.
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* Filed as an Exhibit to IBAH's Annual Report on Form 10-K for the year
ended December 31, 1996.
** Filed herewith.
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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.
IBAH, INC.
By /s/ Geraldine A. Henwood
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Geraldine A. Henwood
Chief Executive Officer
Dated: May 16, 1997
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Exhibit Index
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Exhibit
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2.2 Amendment to Stock Purchase Agreement, dated April 9, 1997, among IBAH,
Catapult Pty. Ltd., Phillip Altman and Juanita Altman.
99.1 Press release dated May 7, 1997.
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EXHIBIT 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT to the Stock Purchase Agreement is entered into this
9th day of April, 1997 by and among IBAH, Inc., a Delaware corporation ("IBAH"),
Catapult Pty., Ltd., an Australian corporation (the "Seller"), Phillip Altman, a
resident of Australia, and Juanita Altman, a resident of Australia (together,
the "Altmans"). Any capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Agreement (as
hereinafter defined).
W I T N E S S E T H :
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A. IBAH, the Seller and the Altmans entered into a certain Stock Purchase
Agreement (the "Agreement") dated February 28, 1997, pertaining to the sale of
stock of Catapharm Corp., a Delaware corporation and wholly-owned subsidiary of
the Seller.
B. IBAH, the Seller and the Altmans desire to amend the Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the legal sufficiency of
which is hereby acknowledged, the parties hereto agree as to the following:
1. Notwithstanding anything in the Agreement or in any other agreements
among the parties, written or oral, to the contrary, the number of shares of
IBAH Common Stock constituting the full amount of the Purchase Price to be paid
at Closing shall be 575,000 shares of IBAH Common Stock.
2. Section 6.4 of the Agreement regarding the lock-up is hereby deleted
in its entirety and replaced with the following text:
"6.4 Shares. Neither the Seller nor the Altmans shall sell, transfer,
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pledge, donate, assign, mortgage, hypothecate or otherwise encumber the
shares of IBAH Common Stock issued pursuant hereto unless such shares are
registered under the Securities Act or IBAH is given an opinion of counsel
(which may be an opinion of counsel of IBAH), acceptable to IBAH, that such
registration is not required under the Securities Act."
3. The terms "Pharmaco U.S." and "US Company" as used in the Transaction
Documents refer to Catapharm Corp., a Delaware corporation.
4. All terms and conditions of the Agreement and the other Transaction
Documents not amended hereby shall remain in full force and effect.
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5. This Amendment may be executed in counterparts and faxed signatures
shall be deemed originals and shall be effective as such.
IN WITNESS WHEREOF the parties hereto have executed this Amendment as
of the date first above written.
IBAH, INC.
By: /s/ Geraldine Henwood
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CATAPULT PTY., LTD.
By: /s/ Phillip Altman
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/s/ Phillip Altman
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PHILLIP ALTMAN
/s/ Juanita Altman
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JUANITA ALTMAN
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Contact: Len Stigliano, Chief Operating Officer
IBAH, Inc., (215) 283-0770
Noonan/Russo Communications
(212) 696-4455
Jennifer Angell (investor), ext: 240
Heather Hennessy (media), ext. 274
IBAH ANNOUNCES CLOSING WITH AUSTRALIAN CRO
Blue Bell, Pennsylvania, May 7, 1997 - IBAH, Inc. (Nasdaq:IBAH) today announced
the closing on the definitive agreement between IBAH and Pharmaco Pty., Ltd., an
Australian based clinical research organization ("CRO").
Pharmaco Pty., Ltd. is a leading, full-service CRO in Australia with an
excellent reputation for delivery of high quality clinical trial, regulatory,
data management and health economic services. Annual revenues for Pharmaco Pty.,
Ltd. for their fiscal year 1996 were approximately 1.5 million Australian
dollars. The transaction will be accounted for as a pooling of interests
involving exchange of 100% of Pharmaco Pty., Ltd. shares for 575,000 shares of
IBAH common stock.
Pharmaco Pty., Ltd. will join IBAH's current operation in Australia. The
combined businesses will operate as IBAH Australia. Dr. Phillip Altman, formerly
Managing Director of Pharmaco Pty., Ltd., will be the new Managing Director of
IBAH Australia, headquartered in Sydney.
"The acquisition combines the Pharmaco Pty., Ltd. reputation for outstanding
regulatory expertise and pharmacoeconomic services with the international
excellence of IBAH. The resulting synergy will allow us to offer unmatched
clinical services to Australia and New Zealand," stated Gerri Henwood, Chief
Executive Officer of IBAH.
IBAH, based in Blue Bell, Pennsylvania, is a worldwide leader in providing
comprehensive product development services to pharmaceutical, biotechnology,
medical device and diagnostic companies. IBAH's services are designed to help
clients accelerate products from discovery through development faster and more
cost-effectively.
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Editor's Note: This release is also available over the World Wide Web at
http://www.ibah.com and http:// www.noonanrusso.com.
