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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): December 30, 1996
STRATEGIC DIAGNOSTICS INC.
(Exact name of issuer as specified in charter)
DELAWARE 0-68440 56-1581761
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
128 SANDY DRIVE
NEWARK, DELAWARE 19713
(Address of principal executive offices)
(302) 456-6789
(Registrant's telephone number, including area code)
ENSYS ENVIRONMENTAL PRODUCTS, INC.
4222 EMPEROR BOULEVARD
DURHAM, NORTH CAROLINA 27703
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Agreement and Plan of Merger dated as of October 11, 1996
between Strategic Diagnostics Inc. ("SDI") and EnSys Environmental Products,
Inc. (the "Company"), on December 30, 1996, SDI merged with and into the
Company. The Company was renamed "Strategic Diagnostics Inc."
In the Merger, (a) SDI's outstanding Common Stock (7,819,493 shares) was
converted into an aggregate of 5,780,136 shares of Company Common Stock (at a
rate of .7392048 of a share of Company Common Stock for each share of SDI Common
Stock), (b) SDI's outstanding Series A Convertible Preferred Stock (2,927,960
shares) was converted into an aggregate of 2,164,361 shares of Series A
Convertible Preferred Stock of the Company (at a rate of .7392048 of a share of
Company Series A Convertible Preferred Stock for each share of SDI Series A
Convertible Preferred Stock), (c) SDI outstanding options to purchase an
aggregate of 490,174 shares of SDI Common Stock were converted into options to
purchase an aggregate of 383,216 shares of Company Common Stock (at a rate of
.7818026 of a share of Company Common Stock for each share of SDI Common Stock
underlying such options), and (d) SDI outstanding warrants to purchase an
aggregate of 767,000 shares of SDI Common Stock were converted into warrants to
purchase an aggregate of 599,644 shares of Company Common Stock (at a rate of
.7818026 of a share of Company Common Stock for each share of SDI Common Stock
underlying such warrants).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of SDI and Ohmicron
Corporation("Ohmicron"),which merged with and into SDI on August 30, 1996, for
the periods indicated, and the Reports of Independent Public Accountants listed
below, are included in the Company's Registration Statement on Form S-4 (File
No. 333-17505) and are hereby incorporated by reference:
(i) Financial Statements of SDI:
(A) Report of Independent Public Accountants;
(B) Balance Sheets for the years ended December 31, 1994
and 1995;
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(C) Statements of Operations, Cash Flows and Stockholders'
Deficit for the years ended December 31, 1993, 1994 and
1995;
(D) Unaudited Balance Sheet as of September 30, 1996;
(E) Unaudited Statements of Operations and Cash Flows for
the nine months ended September 30, 1995 and 1996;
(F) Unaudited Statement of Stockholders' Deficit for the
nine months ended September 30, 1996; and
(G) Notes to Financial Statements.
(ii) Financial Statements of Ohmicron Corporation
(A) Report of Independent Auditors;
(B) Consolidated Balance Sheets for the years ended
September 30, 1994 and 1995;
(C) Consolidated Statements of Operations, Cash Flows and
Stockholders' Equity (Deficit) for the years ended
September 30, 1993, 1994 and 1995;
(D) Unaudited Consolidated Balance Sheet as of June 30,
1996;
(E) Unaudited Consolidated Statements of Operations and
Cash Flows for the nine months ended June 30, 1995 and
1996;
(F) Unaudited Consolidated Statement of Stockholders'
Equity (Deficit) for the nine months ended June 30,
1996; and
(G) Notes to Consolidated Financial Statements.
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(b) PRO FORMA FINANCIAL INFORMATION OF THE COMPANY.
The following Pro Forma financial information of the Company are
included in the Company's Registration Statement on Form S-4 (File No.
333-17505) and are hereby incorporated by reference:
(i) Basis of Presentation of the Pro Forma Combined Financial
Statements;
(ii) Unaudited Pro Forma Combined Balance Sheet as of September
30, 1996;
(iii) Unaudited Pro Forma Combined Statements of Operations for
the nine months ended September 30, 1996 and for the fiscal
year ended December 31, 1995; and
(iv) Notes to Unaudited Pro Forma Combined Financial Statements.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of October 11, 1996 by
and between the Company and SDI. Incorporated by reference
to the Company's Registration Statement on Form S-4 (File
No. 333-17505).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
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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.
STRATEGIC DIAGNOSTICS INC.
Date: January 14, 1997 By: /s/ Gregory J. Bell
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Gregory J. Bell
Vice President-Finance
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
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Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated July 24, 1996 on the financial
statements of Strategic Diagnostics Inc. for the years ended December 31,
1994 and 1995 and for each of the three years in the period ended December
31, 1995 included in Registration Statement File No. 333-17505. It should be
noted that we have not audited any financial statements of the company
subsequent to December 31, 1995 or performed any audit procedures subsequent
to the date of our report.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 14, 1997
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Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Current Report on Form
8-K dated December 30, 1996, of our report dated October 27, 1995, with
respect to the consolidated financial statements of Ohmicron Corporation
included in the Registration Statement (Form S-4 No. 333-17505), filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
January 14, 1997
Philadelphia, Pennsylvania
