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): MARCH 19, 2002
INVERNESS MEDICAL INNOVATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-16789 04-3565120
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 SAWYER ROAD, SUITE 200, WALTHAM, MA 02453
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 647-3900
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Certain matters discussed in this Current Report on Form 8-K contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements include statements about the manner
in which Inverness Medical Innovations, Inc. (the "Company") intends to use the
assets of IVC Industries, Inc. ("IVC") and the expected benefits to the Company
of the transaction with IVC. Actual results may materially differ due to
numerous risks and uncertainties, including, without limitation, the integration
risks associated with the transaction and other risks generally associated with
such transactions; the potential market acceptance of the Company's and IVC's
current and future products; the intensely competitive environment in the
Company's and IVC's markets; the efficacy and the safety of the products; the
ability to manufacture sufficient quantities of product for development and
commercialization activities; the ability of the Company to successfully develop
and commercialize new products and technologies; and the risks and uncertainties
described in the Company's periodic reports filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
including, without limitation, those risks and uncertainties described in the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001. The Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 2002, Inverness Medical Innovations, Inc. (the "Company")
acquired IVC Industries, Inc. ("IVC"), a New Jersey-based manufacturer and
distributor of vitamins and nutritional supplements. The acquisition was
accomplished through a merger of IVC into Nutritionals Acquisition Corporation,
a wholly-owned subsidiary of the Company, and pursuant to an Amended and
Restated Agreement and Plan of Merger, dated January 22, 2002, by and among the
Company, Nutritionals Acquisition Corporation and IVC (the "Merger Agreement").
As a result of the acquisition, IVC is now a wholly-owned subsidiary of the
Company.
IVC manufactures and sells a full line of vitamin and nutritional
supplement products both as branded product and under private label and contract
manufacturing agreements. IVC owns or leases manufacturing facilities at its
headquarters location in Freehold, New Jersey and in Irvington, New Jersey. The
Company expects that the acquisition of IVC will give it a solid manufacturing,
warehousing and distribution capability in the United States. The Company
intends to continue IVC's present operations and to move a substantial portion
of the Company's outsourced manufacturing for vitamins and nutritional
supplements to IVC.
As contemplated by the Merger Agreement, each stockholder of IVC
received from the Company $2.50 in cash for each share of IVC common stock
held by such stockholder. The aggregate cash payment to acquire IVC was
approximately $5.6 million, based on IVC's approximately 2.25 million shares
outstanding. In addition, IVC had outstanding indebtedness and capital lease
obligations totaling $18.7 million at the closing. The Company financed the
acquisition through cash on hand.
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The Merger Agreement, including the purchase price for IVC, was
negotiated at arm's length between the Company and IVC. Neither the Company nor
any director or officer of the Company was affiliated with or had a material
relationship with IVC.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements of IVC 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 June 3,
2002.
(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 June
3, 2002.
(c) Exhibits.
Exhibit No. Description
2.1 Amended and Restated Merger Agreement, dated as of
January 22, 2002, by and among Inverness Medical
Innovations, Inc., Nutritionals Acquisition
Corporation and IVC Industries, Inc.*
* The Company agrees to furnish supplementally to the Securities and Exchange
Commission (the "Commission") a copy of any omitted schedule or exhibit to this
agreement upon request by the Commission.
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.
INVERNESS MEDICAL INNOVATIONS, INC.
/s/ Duane L. James
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Duane L. James, Vice President of Finance
and Treasurer
Date: March 29, 2002
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EXHIBIT INDEX
Exhibit No. Description
2.1 Amended and Restated Merger Agreement, dated as of
January 22, 2002, by and among Inverness Medical
Innovations, Inc., Nutritionals Acquisition
Corporation and IVC Industries, Inc.*
* 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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