UNITED STATES
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): FEBRUARY 8, 2005
----------------
INVERNESS MEDICAL INNOVATIONS, INC.
------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 1-16789 04-3565120
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
51 SAWYER ROAD, SUITE 200, WALTHAM, MASSACHUSETTS 02453
------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(781) 647-3900
------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. Actual results may differ materially due
to numerous factors, including without limitation, the ability of Inverness
Medical Innovations, Inc. (the "Company") to successfully develop and
commercialize products, including the products which are the subject of the
contingent cash payment to the shareholders of Binax, Inc., mentioned below; the
potential market acceptance of the Company's current and future products, the
efficacy and safety of the Company's products, the content and timing of
submissions to and decisions by regulatory authorities both in the United States
and abroad, the ability to manufacture sufficient quantities of product for
development and commercialization activities, conditions in the financial
markets, the intensely competitive environment in the Company's markets which
could reduce the Company's market share or limit its ability to increase market
share, the operational integration associated with the acquisition of Binax,
Inc., as well as any past or future acquisition transactions and other risks
generally associated with such transactions, the effect of pending and future
legal proceedings, including the cost thereof, on the Company's financial
performance and product offerings and the risks, the ability of the Company to
obtain the consent of its lenders and satisfy the other closing conditions to
the acquisition of Binax, Inc., and the timing of obtaining such consent prior
to satisfying such conditions and uncertainties described in the Company's
periodic reports filed with the Securities and Exchange Commission under the
federal securities laws, including the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004. The Company undertakes no obligation
to update any forward-looking statements.
The Company intends to file documents concerning the proposed merger with
Binax, Inc. with the Securities and Exchange Commission including a
registration statement on Form S-4 containing an information
statement/prospectus. WE URGE BINAX SHAREHOLDERS TO READ THE DOCUMENTS FILED
AND TO BE FILED BY THE COMPANY INCLUDING, MOST PARTICULARLY, THE INFORMATION
STATEMENT/PROSPECTUS ONCE IT BECOMES AVAILABLE, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION. Investors may obtain the information
statement/prospectus and other documents that have or will be filed by the
Company with the Securities and Exchange Commission free of charge at the
Securities and Exchange Commission's website, (HTTP://WWW.SEC.GOV) or by
directing a request to Inverness Medical Innovations, Inc., 51 Sawyer Road,
Suite 200, Waltham, Massachusetts 02453, Attn: Assistant Secretary, telephone
(781) 647-3900.
EXPLANATORY NOTE: This Current Report on Form 8-K is intended to
simultaneously satisfy the filing obligation of the Company pursuant to Rule
425 under the Securities Act only with respect to the disclosure contained in
Items 1.01, 7.01 and 8.01 and the exhibits relating to such Items, Exhibits
99.1 and 99.3. The disclosure contained in Item 2.02 and the exhibit relating
to such Item, Exhibit 99.2, is not being filed pursuant to Rule 425. In
accordance with General Instruction B.2. to Form 8-K, the disclosure
contained in Items 2.02 and 7.01 and the exhibits relating to such Items,
Exhibits 99.2 and 99.3, shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2005, Inverness Medical Innovations, Inc. (the "Company") entered
into a definitive Agreement and Plan of Merger (the "Agreement") with Binax,
Inc. ("Binax") and two shareholders of Binax to acquire Binax, a privately held
company located in Portland, Maine. Binax is a leading developer, manufacturer
and distributor of rapid diagnostic products for infectious disease testing,
primarily related to the respiratory system. Binax is a profitable company with
sales in 2004 of approximately $20 million.
Under the terms of the Agreement, the Company will acquire all of the stock of
Binax in exchange for 1,433,333 shares of common stock and additional
consideration of $8,600,000 in cash at the closing of the acquisition. The
Company has agreed to register the shares issuable in the transaction prior to
the closing. The Agreement also provides for additional consideration to the
Binax shareholders of up to $11,000,000 in cash contingent upon Binax meeting
certain new product development performance objectives over five years.
The transaction is subject to the Company obtaining the consent of its
lenders and other ordinary and customary closing conditions. In addition, the
Company is not obligated to consummate the transactions contemplated by the
Agreement if the average per share closing price of the Company's stock for
the ten trading days ending two days prior to the closing date is greater
than $30, as reported on the American Stock Exchange. Binax is not obligated
to consummate the transactions contemplated by the Agreement if the average
per share closing price of Company's stock for the ten trading days ending
two days prior to the closing date is less than $20.00, as reported on the
American Stock Exchange. The acquisition is expected to close in the first
quarter of 2005 or early in the second quarter of 2005.
The above is a brief summary of the significant provisions of the Agreement.
This summary is not complete and is qualified in its entirety by reference to
the copy of the Agreement attached as Exhibit 99.l to this Current Report on
Form 8-K and incorporated by reference herein.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 8, 2005, the Company issued a press release titled "Inverness
Medical Innovations Announces Non-Cash Revisions to Previously Reported Results
Related to its September 2003 Acquisition of Abbott Rapid Diagnostics Business,"
a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K
and incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE.
On February 8, 2005, the Company issued a press release titled "Inverness
Medical Innovations, Inc. Agrees to Acquire Binax, Inc." a copy of which is
attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated
by reference herein.
ITEM 8.01 OTHER EVENTS.
The Company announced today that, in response to comments raised by the
Securities and Exchange Commission's Division of Corporation Finance during a
routine review of the Company's Annual Report on Form 10-K for the year ended
December 31, 2003, it has agreed to revise its purchase price allocation in
connection with its acquisition of the Abbott rapid diagnostics business on
September 30, 2003. The Company will revise its final purchase price allocation
set forth in its Quarterly Report on Form 10-Q for the period ended September
30, 2004, to attribute approximately $5.7 million to customer assets acquired in
the acquisition, of which $5.3 million related to three distribution
arrangements. Goodwill is reduced by the amounts attributable to the customer
assets.
1
The Company, its auditor and its independent appraiser had previously determined
that no separate value was attributable to the distribution arrangements that
were negotiated in connection with or shortly after the acquisition, because the
distributors earned a market return for providing access to the end users of the
products. However, the SEC took the view that such contracts represented
customer relationships of the acquired business and that they should be valued
at the date of acquisition. Because of the relatively short-term nature of the
largest of these arrangements, the impact of the additional non-cash
amortization on our operating results, net of tax effect, is to reduce
previously reported net income by approximately $800,000, or $0.04 per share,
for each of the fourth quarter of 2003 and each of the first three quarters of
2004. The change will have a similar impact in the fourth quarter of 2004 and
the first quarter of 2005. Thereafter, the incremental amortization for such
customer assets will be approximately $100,000 per quarter for approximately 4
years.
The Company will file an amendment to its 2003 Annual Report on Form 10-K, as
well as amendments to its subsequent quarterly reports on Form 10-Q, within a
week. The restated financial statements included in those filings will also
address the matters discussed in the Company's press release dated December 2,
2004, the impact of which is addressed separately therein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
*99.1 Agreement and Plan of Merger, dated February 8, 2005, by and among Inverness Medical
Innovations, Inc., a Delaware corporation to be formed as a wholly-owned subsidiary of
Inverness Medical Innovations, Inc., Binax, Inc., Roger N. Piasio and Myron C. Hamer,
and Roger N. Piasio, as stockholder representative
*99.2 Press Release issued on February 8, 2005 titled "Inverness Medical Innovations Announces
Non-Cash Revisions to Previously Reported Results Related to its September 2003 Acquisition
of Abbott Rapid Diagnostics Business"
*99.3 Press Release issued on February 8, 2005 titled "Inverness Medical Innovations, Inc.
Agrees to Acquire Binax, Inc."
* Filed herewith.
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.
Date: February 9, 2005 By: /s/ Christopher J. Lindop
-----------------------------------
Christopher J. Lindop
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
*99.1 Agreement and Plan of Merger, dated February 8, 2005, by and among Inverness Medical
Innovations, Inc., a Delaware corporation to be formed as a wholly-owned subsidiary of
Inverness Medical Innovations, Inc., Binax, Inc., Roger N. Piasio and Myron C. Hamer,
and Roger N. Piasio, as stockholder representative
*99.2 Press Release issued on February 8, 2005 titled "Inverness Medical Innovations Announces
Non-Cash Revisions to Previously Reported Results Related to its September 2003 Acquisition
of Abbott Rapid Diagnostics Business"
*99.3 Press Release issued on February 8, 2005 titled "Inverness Medical Innovations, Inc.
Agrees to Acquire Binax, Inc."
--------------
* Filed herewith.