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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
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Date of Report (Date of earliest event reported): October 3, 2000
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INTEG INCORPORATED
(Exact name of registrant as specified in charter)
Minnesota 0-28420 41-167017
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
2800 Patton Road, St. Paul, MN 55113
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(Address of principal executive offices) (Zip code)
(651) 639-8816
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(Registrant's telephone number, including area code)
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Item 5 - Other Events
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On October 3, 2000, Integ Incorporated, a Minnesota corporation
("Integ"), signed an Agreement and Plan of Merger (the "Merger Agreement") with
Inverness Medical Technology, Inc., a Delaware corporation ("Inverness"), which
was amended on October 16, 2000 by a First Amendment to Agreement and Plan of
Merger, 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 Inverness (the "Merger"). As a
result of the Merger, Integ will become a wholly owned subsidiary of Inverness.
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 near
the end of the fourth quarter of 2000.
Under the terms of the Merger Agreement, as amended, all of the issued
and outstanding shares on Integ's common stock, $0.01 par value per share,
options and warrants will be exchanged for 1.9 million shares of Inverness'
common stock, $0.001 par value per share. Based upon the closing price for
Inverness' stock on October 3, 2000, and the number of shares of Integ common
stock currently outstanding, each share of Integ common stock would be exchanged
for approximately 0.187 of a share of Inverness' common stock. Outstanding
shares of Integ's preferred stock will be redeemed for cash at the closing.
Consummation of the Merger is subject to the approval of the Merger
Agreement, as amended, by Integ's shareholders and other customary closing
conditions.
The preceding description of the Merger Agreement, as amended, is
qualified in its entirety by reference to the copy of such agreement included as
an exhibit to the Current Report on Form 8-K, dated October 4, 2000, filed by
Inverness with the Commission (File No. 0-20871), which is incorporated by
reference herein, and the First Amendment to Agreement and Plan of Merger
included as an exhibit to the Current Report on Form 8-K/A, dated October 16,
2000, filed by Inverness with the Commission (File No. 0-20871), which is
incorporated by reference herein.
In connection with the Merger Agreement, as amended, Inverness and
certain shareholders of Integ, including all of Integ's directors entered into a
voting agreement pursuant to which those shareholders agreed to vote all of
their shares in favor of the Merger.
The preceding description of the voting agreement is qualified in its
entirety by reference to the copy of such agreement included as an exhibit to
the Current Report on Form 8-K, dated October 4, 2000, filed by Inverness with
the Commission (File No. 0-20871), which is incorporated by reference herein.
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In connection with the Merger Agreement, as amended, Inverness and Integ
entered into a loan agreement pursuant to which Inverness agreed to provide
funding of the operational expenses of Integ in the event that Integ's current
funding arrangement is breached.
The preceding description of the loan agreement is qualified in its
entirety by reference to the copy of such agreement included as an exhibit
hereto, which is incorporated by reference herein.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit 99.1 -- Press Release of Inverness Medical Technology, Inc., dated
October 4, 2000.*
Exhibit 99.2 -- Agreement and Plan of Merger, dated as of October 3, 2000,
among Inverness Medical Technology, Inc., Terrier
Acquisition Corp and Integ Incorporated.*
Exhibit 99.3 -- Voting Agreement, dated as of October 3, 2000, among
Inverness Medical Technology, Inc. and certain
Shareholders of Integ Incorporated.*
Exhibit 99.4 -- Loan Agreement, dated as of October 3, 2000, among
Inverness Medical Technology, Inc. and Integ Incorporated.
Exhibit 99.5 -- First Amendment to Agreement and Plan of Merger, dated as
of October 16, 2000.**
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* Incorporated by reference to the Current Report on Form 8-K, dated October 4,
2000, filed by Inverness Medical Technology, Inc. with the Commission (File No.
0-20871)
** Incorporated by reference to the Current Report on Form 8-K/A, dated October
16, 2000, filed by Inverness Medical Technology, Inc. with the Commission (File
No. 0-20871)
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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.
INTEG INCORPORATED
Date: October 18, 2000
/s/ Susan L. Critzer
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Susan L. Critzer
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.4 -- Loan Agreement, dated as of October 3, 2000,
among Inverness Medical Technology, Inc. and Integ
Incorporated.
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