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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): September 11, 1997
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NORLAND MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26206 06-1387931
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
106 Corporate Park Drive, Suite 106, White Plains, NY 10604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 694-2285
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ITEM 2. Acquisition or Disposition of Assets.
On September 11, 1997, the Registrant purchased all of the outstanding
stock of Norland Corporation, a Wisconsin corporation ("Norland Corp."), from
Norland Medical Systems B.V., a Netherlands corporation ("NMS BV"). Such
acquisition was approved by the Registrant's stockholders at the adjourned
Annual Meeting of Stockholders held on September 8, 1997. The acquisition was
made pursuant to a Stock Purchase Agreement dated as of February 26, 1997, as
amended, between the Registrant and NMS BV (the "Stock Purchase Agreement").
The descriptions of the transaction, the terms of the Stock Purchase Agreement,
and the overlaps in the ownership and management of NMS BV and Norland Corp. and
the ownership and management of the Registrant contained in the Registrant's
July 25, 1997 Proxy Statement, as supplemented on August 28, 1997 (collectively,
the "Proxy Materials"), are incorporated herein by reference.
The purchase price under the Stock Purchase Agreement is $17,500,000 plus
an additional purchase price of up to $2,500,000, the exact amount to be based
upon the Registrant's 1997 sales. The $17,500,000 was paid at closing,
$1,250,000 in cash and $16,250,000 by the Registrant's 7% promissory note (the
"Purchase Note"). A $1,250,000 principal payment on the Purchase Note is due on
March 11, 1998. The balance is payable on September 11, 2002, with a right on
the part of the Registrant to extend the maturity for an additional two years.
If the maturity is so extended, the applicable interest rate will be increased
by one percentage point at the original maturity date and at the end of each six
month period thereafter. If the proposed settlement of the litigation
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described in the August 28, 1997 supplemental Proxy Materials is approved, the
interest rate will be increased by one percentage point at the end of the fifth
year and the sixth year rather than every six months The Registrant may repay
the Purchase Note at any time and, except for the $1,250,000 payment due on
March 11, 1998, the Registrant may make payments of principal by delivering
shares of its Common Stock, valued at the average closing price for the five
trading days preceding the delivery.
The amount of any additional purchase price will be determined upon
completion of the audit of the Registrant's financial statements for the year
ending December 31, 1997. For each full $1,000,000 of Registrant 1997 sales
above $32,000,000, the Registrant will be obligated to pay an additional
$312,500 in purchase price, up to a maximum additional purchase price of
$2,500,000. The entire additional purchase price will be paid by a second
promissory note (the "Additional Note"). The terms of the Additional Note will
be the same as those of the Purchase Note, except that there will be no
mandatory prepayment of principal prior to maturity. The Purchase Note is, and
the Additional Note will be, secured by a pledge by the Company to NMS BV of all
of the stock of Norland Corp.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of Norland Corp.
The following financial statements contained in the Proxy Materials
are incorporated herein by reference:
AUDITED FINANCIAL STATEMENTS OF NORLAND CORPORATION:
Independent Auditor's Report of Deloitte & Touche LLP
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994
Consolidated Statements of Changes in Common Stockholder's Equity
for the years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
Notes to the Consolidated Financial Statements
UNAUDITED FINANCIAL STATEMENTS OF NORLAND CORPORATION:
Condensed Consolidated Balance Sheets as of June 30, 1997 and 1996
Condensed Consolidated Statements of Income for the six months
ended June 30, 1997 and 1996
Condensed Consolidated Statements of Changes in Common Stockholder's
Equity for the six months ended June 30, 1997 and 1996
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Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 1997 and 1996
Notes to Condensed Consolidated Financial Statements
PRO FORMA FINANCIAL STATEMENTS:
Unaudited Pro Forma Combined Condensed Financial Statements
Pro Forma Combined Condensed Balance Sheet as of
June 30, 1997
Pro Forma Combined Condensed Statements of Income for the year ended
December 31, 1996 and for the six months ended June 30, 1997
Notes to the Pro Forma Combined Condensed Financial Statements
(b) Exhibits.
2.3 Stock Purchase Agreement between Norland Medical
Systems, Inc. and Norland Medical Systems B.V. (the
copy of this Agreement included in the Proxy Materials
is incorporated herein by reference).
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.
NORLAND MEDICAL SYSTEMS, INC.
Date: September 22, 1997 By:/s/ Kurt W. Streams
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Kurt W. Streams
Vice President, Finance and Secretary
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