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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 30, 1999
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ENDOGEN, INC.
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(Exact Name of Registrant as Specified in Charter)
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Massachusetts 0-21354 04-2789249
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
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30 Commerce Way, Woburn, Massachusetts 01801-1059
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (781) 937-0890
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ITEM 5. OTHER EVENTS.
On June 30, 1999, PerBio Science AB announced that it had extended its
previously announced tender offer for the purchase of all of the issued and
outstanding shares of Common Stock of the Registrant at a price of $3.75 per
share, net to the seller in cash, until 12:00 midnight, New York City time, on
Wednesday, July 7, 1999. The text of the PerBio Science press release was the
following:
"Perstorp AB subsidiary PerBio Science AB today announced that it has
extended until midnight, New York City time, on Wednesday, July 7, 1999, its
tender offer for all of the outstanding shares of common stock of Endogen, Inc.
("Endogen"). As of 12:00 midnight, New York City time, on Tuesday, June 29,
1999, approximately 3,040,712 shares representing approximately [88%] of the
total outstanding Endogen common stock had been validly tendered and not
withdrawn pursuant to the tender offer.
"Although PerBio Science AB already has more than sufficient voting
power to cause the merger of its subsidiary, Ewok Acquisition Corp., with and
into Endogen, PerBio Science is extending the offer to obtain 90% of Endogen's
outstanding shares (approximately, an additional 12,000 shares) so that it can
effect an immediate "short form" merger under Massachusetts law. If PerBio
Science AB is unable to obtain such additional shares, the merger will
nevertheless be effected, but will likely take up to two months to complete. In
either case, shareholders who have not tendered their shares must wait until
completion of the merger transaction before they will receive payment for their
shares. All shareholders, whether or not they have tendered their shares, will
receive $3.75 per share for their shares. In connection with this extension,
PerBio Science AB has agreed to permanently waive all of the remaining
conditions to the merger."
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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 thereunto duly authorized.
ENDOGEN, INC.
By: /s/ Owen A. Dempsey
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Name: Owen A. Dempsey
Title: President and Chief Executive Officer
Date: June 30, 1999
