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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): May 2, 1996
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HemaSure 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)
0-19410 04-3216862
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(Commission File Number) (IRS Employer Identification No.)
140 Locke Drive, Marlborough, Massachusetts 01752
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 485-6850
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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On May 2, 1996, HemaSure Inc., a Delaware corporation, acquired, through
its U.S. and Danish subsidiaries, the plasma product unit of Novo Nordisk A/S, a
Denmark corporation.
The purchase price for the transaction is comprised of three portions. The
first portion of $1,800,000 is payable in 1998 in cash or common stock of
HemaSure or a subsidiary of HemaSure, at the Company's option. The second
portion of approximately $13,000,000 is payable from time to time upon sale of
acquired inventory (valued at approximately $13,000,000) but no later than 1998,
provided that up to $4,000,000 of this portion may be forgiven in certain
circumstances. The third portion of the purchase price of approximately
$8,000,000 is payable in 1998 in cash or common stock of HemaSure or a
subsidiary of HemaSure, at the Company's option, provided that all of this
portion may be forgiven in certain circumstances.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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It is impracticable to provide the required financial statements at the
time of filing of this Current Report on Form 8-K. Required financial statements
will be filed on Form 8-K/A as soon as practicable after the date hereof, but
not later than July 16, 1996.
(b) Pro Forma Financial Statements.
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It is impracticable to provide the required financial statements at the
time of filing of this Current Report on Form 8-K. Required financial statements
will be filed on Form 8-K/A as soon as practicable after the date hereof, but
not later than July 16, 1996.
(c) Exhibits.
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See Exhibit Index attached hereto.
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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.
HEMASURE INC.
(Registrant)
Date: May 15, 1996 By: /s/ Eugene J. Zurlo
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Eugene J. Zurlo,
Chairman and Chief Executive Officer
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<TABLE>
EXHIBIT INDEX
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Page No.
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*2.1 Asset Purchase Agreement dated as of May 2, 1996, among
HemaSure Inc., HemaPharm Inc., HemaPharm A/S and Novo Nordisk
A/S.
24.1 Press Release dated May 6, 1996.
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* Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1996.
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Exhibit 24.1
HemaSure Inc.
33 Locke Drive
Marlborough, MA 01752-1146
(508) 485-6850
FAX (508) 485-6045
NEWS RELEASE
Contact:
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Steven H. Rouhandeh
Executive Vice President and
Chief Financial Officer
(508) 485-6850
Priscilla Harlan
Director, Corporate Communications
(508) 485-6850
HEMASURE COMPLETES ACQUISITION OF NOVO NORDISK'S
PLASMA PRODUCTS BUSINESS
- NEW HEMASURE SUBSIDIARY TO ADVANCE STERIPATH[TRADEMARK] TECHNOLOGY
FOR PLASMA PHARMACEUTICALS -
MARLBOROUGH, MASS., USA, MAY 6, 1996 - HemaSure Inc. (Nasdaq: HMSR), a U.S.
based biotechnology company, today announced the acquisition, through its U.S.
and Danish subsidiaries, of Novo Nordisk's plasma pharmaceutical business. Under
the agreement, all fixed assets, employees, inventory, goodwill and intellectual
property rights including trade marks, patents and know-how relating to the
human blood plasma production business of Novo Nordisk's Plasma Products Unit
(PPU) will be transferred to a subsidiary established in Denmark by HemaSure.
Novo Nordisk's Plasma Products Unit had revenues of approximately $20 million in
1995, primarily from the sales of plasma pharmaceuticals in over 15 countries.
The purchase price is comprised of three portions. The first relates to payment
for raw materials of approximately $1.8 million, or approximately 100,000 shares
of HemaSure Common Stock, payable in cash or common stock, at HemaSure's option,
in 1998. The second relates to the sale of inventory, valued at approximately
$13 million at the time of purchase, with $4 million forgivable under certain
circumstances. A final contingent payment of approximately $8 million is payable
in 1998 if certain
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conditions are met, payable in cash or approximately 440,000 shares of HemaSure
Common Stock, at HemaSure's option.
"This acquisition of Novo Nordisk's plasma pharmaceuticals business is part of
HemaSure's global strategy to expand the application of our SteriPath pathogen
inactivation technology into the plasma pharmaceutical sector," said Eugene J.
Zurlo, Chairman and Chief Executive Officer of HemaSure Inc. "By acquiring
access to an established manufacturing facility, we hope to expedite the
development process of SteriPath for use in the manufacture of plasma
pharmaceutical products. The current market for plasma pharmaceuticals is
approximately $5 billion worldwide, which HemaSure could participate in by
selling plasma products and licensing SteriPath technology to manufacturers."
"Encouraging safety and efficacy results have demonstrated in laboratory tests
that the SteriPath system has the capacity to render non-infective pathogens in
red cell transfusions without impairing the safety or functionality of these
products," continued Mr. Zurlo. "As part of the regulatory approval process,
SteriPath will be reviewed by the U.S. Food and Drug Administration as an
Investigational Device Exemption (IDE), with an intended IDE application later
this year."
HemaSure Inc. (Nasdaq: HMSR) develops, manufactures and markets proprietary
filtration and pathogen inactivation systems that increase the safety of
donated blood and improve blood transfusion and collection procedures. The
Company's products on the market include the LeukoNet[Trademark] Filter, which
removes potentially harmful leukocytes from donated blood, and the
LeukoVir[Trademark] Filter, designed to remove viral inactivation chemicals
from transfusion plasma. HemaSure's lead product in development is the
SteriPath Blood Pathogen Inactivation System, an integrated unit designed to
remove leukocytes, inactivate blood pathogens, and then remove inactivation
chemicals. The overall goal of HemaSure is to make blood safer by preventing
the transfusion of harmful agents in donated blood.
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LeukoNet, LeukoVir, and SteriPath are trademarks of HemaSure Inc.
