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 31, 2001
HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-31923 04-3306140
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
84 October Hill Road, Holliston, MA 01746-1371
(Address of principal executive offices and zip code)
(508) 893-8999
(Registrant's telephone number, including area code)
This Current Report on Form 8-K contains certain statements that are
"forward-looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995 and releases issued by the Securities
and Exchange Commission. Such statements are subject to uncertainties and risks
that could cause the actual results, performance or achievements of Harvard
Bioscience to differ materially from anticipated future results, performance or
achievements expressed or implied by such forward-looking statements. These
uncertainties and risks include the risk that Harvard Bioscience will be unable
to develop or acquire additional products to expand its product offerings, the
risk that Harvard Bioscience will experience unforeseen problems affecting its
ability to achieve revenue growth consistent with its goals or projections,
uncertainties regarding the financial impact of the Union Biometrica acquisition
on Harvard Bioscience's results of operations in future periods and particularly
regarding whether its impact will be accretive to Harvard Bioscience's earnings,
uncertainties regarding the technology, applications and customer acceptance of
the Union Biometrica products, uncertainties regarding the impact of the events
disclosed in this release on Harvard Bioscience's operations and its stock
price, and other risks detailed in Harvard Bioscience's Securities and Exchange
Commission filings.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 31, 2001, Harvard Bioscience, Inc., a Delaware
corporation (the "Company"), acquired Union Biometrica, Inc., a Massachusetts
corporation ("Union Biometrica") by merging Union Biometrica with and into the
Company's wholly-owned subsidiary, Union Biometrica, Inc., a Delaware
corporation ("Newco"). The merger was consummated pursuant to an Agreement and
Plan of Merger, dated as of May 31, 2001, by and among the Company, Union
Biometrica and Newco (the "Merger Agreement").
The purchase price for Union Biometrica consisted of
approximately 659,282 shares of common stock of the Company, approximately $7.5
million paid in cash, and stock options to purchase approximately 263,202 shares
of common stock of the Company. The amount of the purchase price was determined
pursuant to the Merger Agreement. The Company used general working capital,
together with a portion of the proceeds from its initial public offering in
December 2000, to fund the cash payments that were made in connection with the
merger. The merger is being accounted for as a purchase transaction.
Approximately 484,312 shares of common stock of the Company
issued in the merger are being held in escrow to secure the indemnification
obligations of the Union Biometrica stockholders. Two-thirds of the shares held
in escrow are scheduled to be released after approximately 12 months and the
remaining one-third of the shares are scheduled to be released after
approximately 24 months.
Prior to the merger, Union Biometrica used its assets for the
development and commercialization of instruments, assays and biological systems
for the automated handling of model organisms. The Company intends to continue
to use the assets it acquired in the merger
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for this purpose. The Merger Agreement, including the purchase price, was
negotiated at arm's length between the Company and Union Biometrica. Neither the
Company nor any director or officer of the Company was affiliated with or had a
material relationship with Union Biometrica.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Union Biometrica
required to be filed as part of this report will be
filed by the Company by amendment to this report as
soon as practicable, but not later than August 14,
2001.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required to be
filed as part of this report will be filed by the
Company by amendment to this report as soon as
practicable, but not later than August 14, 2001.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated
as of May 31, 2001, by and among
Harvard Bioscience, Inc, Union
Biometrica, Inc. and Union
Biometrica, Inc.*
99.1 Press release dated May 31, 2001
*The Company agrees to furnish supplementally to the
Commission a copy of any omitted schedule or exhibit
to this agreement upon request by the Commission.
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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.
Dated: June 15, 2001 HARVARD BIOSCIENCE, INC.
By: /s/ David Green
-----------------------------
David Green
President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of
May 31, 2001, by and among Harvard
Bioscience, Inc, Union Biometrica, Inc. and
Union Biometrica, Inc.*
99.1 Press Release, dated May 31, 2001
*The Company agrees to furnish
supplementally to the Commission a copy of
any omitted schedule or exhibit to this
agreement upon request by the Commission.
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