SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 16, 2005
Inverness Medical Innovations, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-16789 |
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04-3565120 |
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(State or other
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(Commission file number) |
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(IRS Employer
Identification |
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51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453 |
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(Address of principal executive offices) |
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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) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Inverness Medical Innovations, Inc. (the “Company”) hereby amends its Current Report on Form 8-K, event date March 16, 2005, in order to file the financial statements and pro-forma financial information required by Item 9.01 of Form 8-K
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The audited balance sheet of Ischemia Technologies, Inc. as of December 31, 2004, and the related statements of operations, stockholder’s equity and cash flows for the years ended December 31, 2004 and 2003, are contained in Exhibit 99.1 attached hereto and are incorporated herein by reference.
b) PRO FORMA FINANCIAL INFORMATION
Unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2004 and three months ended March 31, 2005, all giving pro forma effect to the Company’s acquisition of the stock of Binax, Inc. and Ischemia Technologies, Inc., are contained in Exhibit 99.2 attached hereto and are incorporated herein by reference.
c) EXHIBITS
The following exhibits are filed with this document.
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Exhibit Number |
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Description |
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+2.1 |
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Agreement and Plan of Merger, dated as of February 15, 2005, by and among the Company, a Delaware Corporation to be formed as a wholly-owned subsidiary of the Company, and Ischemia Technologies, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K, event date February 15, 2005, filed on February 17, 2005) |
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23.1 |
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Consent of Ernst & Young LLP |
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23.2 |
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Consent of Anton Collins Mitchell LLP |
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99.1 |
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Audited balance sheet of Ischemia Technologies, Inc. as of December 31, 2004, and the related statements of operations, stockholder’s equity and cash flows for the years ended December 31, 2004 and 2003 |
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99.2 |
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Unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2004 and three months ended March 31, 2005 |
+ 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.
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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 hereunto duly authorized.
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INVERNESS MEDICAL INNOVATIONS, INC. |
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BY: |
/s/ Christopher J. Lindop |
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Dated: May 27, 2005 |
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Christopher J. Lindop |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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+2.1 |
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Agreement and Plan of Merger, dated as of February 15, 2005, by
and among the Company, a Delaware Corporation to be formed as a wholly-owned subsidiary
of the Company, and Ischemia Technologies, Inc. (incorporated by reference to
Exhibit 99.1 to the Company’s current report on Form 8-K, event date |
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23.1 |
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Consent of Ernst &Young LLP |
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23.2 |
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Consent of Anton Collins Mitchell LLP |
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99.1 |
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Audited balance sheet of Ischemia Technolgies, Inc. as of December 31, 2004, and the related statements of operations, stockholder’s equity and cash flows for the years ended December 31, 2004 and 2003 |
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99.2 |
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Unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2004 and three months ended March 31, 2005 |
+ 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.
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