-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MthgaAYFOl+MigGXoM1+vcUrbFLpRWpjb6/gy1G9eRKCC/kDhxrAVGWZcoZ1ygtQ A/5JZj48iJOvk8RZ5hf+2g== 0001157523-06-007424.txt : 20060727 0001157523-06-007424.hdr.sgml : 20060727 20060727060101 ACCESSION NUMBER: 0001157523-06-007424 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060726 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAGNOSTIC PRODUCTS CORP CENTRAL INDEX KEY: 0000702259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 952802182 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09957 FILM NUMBER: 06982821 BUSINESS ADDRESS: STREET 1: 5210 PACIFIC CONCOURSE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3106458200 MAIL ADDRESS: STREET 1: 5210 PACIFIC CONCOURSE DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90045 8-K 1 a5196983.txt DIAGNOSTIC PRODUCTS CORP. 8-K - -------------------------------------------------------------------------------- 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): July 26, 2006 ------------ Diagnostic Products Corporation (Exact name of registrant as specified in its charter) ------------ California 1-9957 95-2802182 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 5210 Pacific Concourse Drive, Los Angeles, California 90045 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (310) 645-8200 Not Applicable (Former name or former address, if changed since last report) ------------ 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): |_| 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)) - -------------------------------------------------------------------------------- Item 8.01. Other Events. On July 26, 2006, Diagnostic Products Corporation (the "Company") issued a press release announcing that plaintiffs in their pending shareholder derivative action, Nicholas Weil, City of Tamarac General Employees' Pension Trust Fund and City of Tamarac Police Officers' Pension Trust Fund, have filed a first amended complaint in the United States District Court of the Central District of California, Case No. CV06-00066DDP. A copy of the Company's press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit - ------ ---------------------- 99.1 Press release issued by Diagnostic Products Corporation on July 26, 2006. 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. DIAGNOSTIC PRODUCTS CORPORATION Dated: July 26, 2006 By: /s/ James L. Brill ------------------------------------ Name: James L. Brill Title: Vice President, Finance and Chief Financial Officer EX-99.1 2 a5196983ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Diagnostic Products Corporation Announces Plaintiffs in Shareholder Derivative Action Have Filed First Amended Complaint LOS ANGELES--(BUSINESS WIRE)--July 26, 2006--Diagnostic Products Corporation (NYSE:DP) announced today that plaintiffs in their pending shareholder derivative action, Nicholas Weil, City of Tamarac General Employees' Pension Trust Fund and City of Tamarac Police Officers' Pension Trust Fund, have filed a first amended complaint in the United States District Court of the Central District of California, Case No. CV06-00066DDP. The amended complaint challenges the proposed merger of DPC with a wholly owned subsidiary of Siemens Medical Solutions USA, for a number of reasons, including on the basis of fairness of price, disclosure and conflicts of interest. The amended complaint seeks to enjoin or rescind the proposed merger. The Company believes that the claims are without merit and intends to vigorously defend itself in this case. About Diagnostic Products Corporation Diagnostic Products Corporation, founded in 1971, is a leader in the global in vitro diagnostics market. DPC's product offering includes the widely accepted IMMULITE(R) series of immunoassay systems, more than 75 immunoassays and an expanding menu of essential specific allergens and allergy panels that are run just like other immunoassays. DPC also designs and manufactures automated laboratory instrumentation and automation solutions that provide fast, accurate results while enabling our customers to do "more with less" in a leaner laboratory. DPC's combined chemistry and immunoassay menu is one of the largest and most diversified available, covering most laboratory tests requested. In fiscal 2005 (December 31), DPC reported sales of $481 million and income from operations of $96 million. Additional information can be found on DPC's website at www.dpcweb.com. CONTACT: Diagnostic Products Corporation James L. Brill, 310-645-8200 Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----