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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): June 28, 2000
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MATRITECH, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-12128 04-2985132
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(Commission File Number) (IRS Employer Identification No.)
330 NEVADA STREET, NEWTON, MASSACHUSETTS 02460 USA
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 928-0820
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ITEM 5. OTHER EVENTS.
On June 28, 2000, the Registrant acquired ADL-Vertriebsgesellschaft mbH
Gesellschaft fur Allergie, Diagnostika und Laborkonzepte ("ADL"), a European
distributor of diagnostic testing products, including the Registrant's NMP22(R)
Test Kit for Bladder Cancer. ADL is located in Freiberg, Germany.
The acquisition has been completed through an exchange of 100% of the
shares of ADL in return for an initial issuance of 37,153 shares (the "Initial
Shares") of the Registrant's common stock. An additional payment, based on ADL's
achievement of certain performance objectives during 2000, may be made during
the first quarter of 2001. This payment, if made, is not expected to exceed
approximately 13,700 shares of the Registrant's common stock (the "Additional
Shares," and collectively with the Initial Shares, the "Shares").
The Initial Shares were, and the Additional Shares will be, issued in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). None of the Shares may be sold prior to
June 28, 2001 and are subject to the Registrant's call option if the holder
ceases to provide services to ADL as an employee, managing director or
consultant. The call option lapses as to one-third of the Shares on each of the
first, second and third anniversaries of the transaction. The Registrant has
agreed to take appropriate steps to permit the resale of the Shares in the
public market (including registration under the Securities Act) if and when such
Shares cease to be subject to such call option.
ITEM 7. EXHIBITS
(c) Exhibits
4.1 Purchase Agreement dated as of June 28, 2000, by and among Petra Urban,
on behalf of Franz Maier, Eva Heidt and Joachim Hevler, the
shareholders of ADL, and Stephan Schmidt, on behalf of Matritech, Inc.
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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 by the
undersigned hereunto duly authorized.
MATRITECH, INC.
July 10, 2000 By: /s/ Stephen D. Chubb
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Name: Stephen D. Chubb
Title: Chairman, Director and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 Purchase Agreement dated as of June 28, 2000, by and
among Petra Urban, on behalf of Franz Maier, Eva
Heidt and Joachim Hevler, the shareholders of ADL,
and Stephan Schmidt, on behalf of Matritech, Inc.
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