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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 31, 2000
INVERNESS MEDICAL TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-20871 04-3164127
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
200 PROSPECT STREET, WALTHAM, MASSACHUSETTS 02453
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(781) 647-3900
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5 - OTHER EVENTS
On October 4, 2000, Inverness Medical Technology, Inc., a Delaware
corporation (the "Company"), announced that it signed an Agreement and Plan of
Merger (the "Merger Agreement") with Integ Incorporated, a Minnesota corporation
("Integ"), pursuant to which the parties will effect a business combination
through a merger of Integ with and into Terrier Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Company (the "Merger"). As a
result of the Merger, Integ will become a wholly-owned subsidiary of the
Company. The transaction, which is structured as a tax free reorganization and
will be accounted for using the purchase method of accounting, is expected to
close in the first quarter of 2001.
The unaudited pro forma combined condensed financial statements
combine (i) the historical consolidated balance sheets of the Company and
Integ as of September 30, 2000 and (ii) the historical statements of
operations for the year ended December 31, 1999 and the nine months ended
September 30, 1999 and 2000 as if the acquisition was consummated on
January 1, 1999. The pro forma information is not necessarily indicative of
either the results which would have actually been reported if the acquisition
of Integ occurred on January 1, 1999 or results which may be reported in the
future.
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ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 -- Integ Incorporated Financial Statements for Years
ended December 31, 1999, 1998 and 1997 and the Nine
Month Period ended September 30, 2000.
Exhibit 99.2 -- Inverness Medical Technology, Inc. Unaudited Pro
Forma Combined Condensed Financial Statements.
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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 thereunto duly authorized.
INVERNESS MEDICAL TECHNOLOGY, INC.
/s/ Duane L. James
Date: November 1, 2000 ----------------------------------
Duane L. James
Vice President of Finance
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 -- Integ Incorporated Financial Statements for Years
ended December 31, 1999, 1998 and 1997 and the Nine
Month Period ended September 30, 2000.
Exhibit 99.2 -- Inverness Medical Technology, Inc. Unaudited Pro
Forma Combined Condensed Financial Statements.
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