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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 2, 1999
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ENDOGEN, INC.
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-21354 04-2789249
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
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 2, 1999, EWOK Acquisition Corp. ("EWOK"), a wholly-owned
subsidiary of PerBio Science AB, announced that it had commenced 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 (the "Offer").
The Offer is conditioned upon, among other things, there being
validly tendered by the expiration date, and not withdrawn, shares
representing two-thirds of all outstanding shares on a fully diluted basis of
the Registrant's Common Stock. The Offer and withdrawal rights of
stockholders wishing to participate in the Offer will expire at 12:00
midnight, New York City time, on Tuesday, June 29 1999, unless EWOK elects
(subject to the terms of the merger agreement with the Registrant) to extend
the Offer.
The Board of Directors of the Registrant has determined that the Offer
is fair to, and in the best interests of, the stockholders of the Registrant and
recommends that the stockholders accept the Offer and tender all of their
shares.
The merger agreement also provides that the Offer will be followed by a
merger of EWOK with and into the Registrant, in which all remaining outstanding
shares of the Registrant's Common Stock would be converted into the right to
receive $3.75 per share, net to the seller in cash.
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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 2, 1999
