8-K: Current report
Published on October 15, 1998
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: October 1, 1998
IDEXX Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of organization)
0-19271 01-0393723
(Commission File Number) (I.R.S. Employer Identification No.)
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One IDEXX Drive, Westbrook, Maine 04092
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(Address of principal executive offices) (Zip Code)
(207) 856-0300
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On October 1, 1998, IDEXX Laboratories, Inc. (the "Company")
acquired all of the shares of capital stock (the "Blue Ridge Shares") of Blue
Ridge Pharmaceuticals, Inc. ("Blue Ridge") in consideration for (i) $39,089,486
in cash, (ii) promissory notes in the original principal amount of $7,830,456
(the "Notes"), (iii) 114,894 shares of the Company's Common Stock (the "Company
Shares") and (iv) warrants to purchase an aggregate of 805,519 shares of the
Company's Common Stock, exercisable at a price of $31.59 per share until
December 31, 2003. In addition, the Company agreed to issue up to 1,240,875
shares of its Common Stock based on the achievement by the Company's
pharmaceutical division (which currently consists primarily of Blue Ridge) of
net sales and operating profit targets through 2004.
The Notes, which bear interest at a rate of 5.5% annually and are
payable in two equal installments on October 1, 1999 and October 1, 2000, were
issued to certain key employees (and former shareholders) of Blue Ridge. The
Company's obligations to repay the Notes is contingent, with certain exceptions,
upon such employees continuing to be employed by Blue Ridge or the Company on
the relevant payment date. The Company Shares are issuable by the Company on
October 1, 2001, to a key employee (and former shareholder) of Blue Ridge, and
the Company's obligation to issue the Company Shares is contingent, with certain
exceptions, on such employee continuing to be employed by Blue Ridge or the
Company on that date. The Company acquired the Blue Ridge Shares from Blue
Ridge's 21 shareholders, who included private investors and employees. The
purchase price was based upon the Company's determination of the fair value of
Blue Ridge and negotiation with the Blue Ridge shareholders. The cash portion of
the purchase price for the Shares was funded from the Company's available cash
and short-term investments.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. This
information will be filed by amendment on or prior to
December 14, 1998.
(b) Pro Forma Financial Information. This information will be
filed by amendment on or prior to December 14, 1998.
(c) Exhibits
*2.1 Stock Purchase Agreement dated as of September 23, 1998 by and
among the Company, Blue Ridge and the stockholders of Blue
Ridge. Certain schedules and exhibits to the agreement (each
of which are identified in the agreement) have been omitted in
reliance upon Rule 601 (b)(2) of Regulation S-K. The Company
hereby undertakes to furnish such schedules and exhibits to
the Commission supplementally upon request.
4.1 Form of Warrant dated October 1, 1998 to purchase Common Stock
of the Company issued to shareholders of Blue Ridge other than
employee shareholders.
4.2 Form of Warrant dated October 1, 1998 to purchase Common Stock
of the Company issued to employee shareholders of Blue Ridge.
10.1 Employment Agreement dated as of September 23, 1998 between the
Company and Roland Johnson.
* Confidential treatment has been requested as to certain portions.
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, thereunto duly authorized.
IDEXX LABORATORIES, INC.
BY:/S/ Ralph K. Carlton
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Ralph K. Carlton
Senior Vice President Finance
and Administration
Date: October 15, 1998