-----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, MkuOfRVjsdXSThjlc2bPm5jMFSdld3EZI5INZ4Pf2bDqb9QowWwkBa5PV5wReMNr FpvIkAKZIvu1CpDO1Oi2dg== 0001157523-04-002068.txt : 20040304 0001157523-04-002068.hdr.sgml : 20040304 20040303185035 ACCESSION NUMBER: 0001157523-04-002068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040303 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYCOR BIOMEDICAL INC /DE/ CENTRAL INDEX KEY: 0000719447 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581437178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11647 FILM NUMBER: 04647196 BUSINESS ADDRESS: STREET 1: 7272 CHAPMAN AVE CITY: GARDEN GROVE STATE: CA ZIP: 92841 BUSINESS PHONE: 7149333000 MAIL ADDRESS: STREET 2: 7272 CHAPMAN AVENUE CITY: GARDEN GROVE STATE: CA ZIP: 92841 FORMER COMPANY: FORMER CONFORMED NAME: HYBRIDOMA SCIENCES INC DATE OF NAME CHANGE: 19860813 8-K 1 a4586435.txt HYCOR BIOMEDICAL INC. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 3, 2004 -------------------------------- HYCOR BIOMEDICAL INC. (Exact name of registrant as specified in its charter) 0-11647 (Commission File Number) Delaware 58-1437178 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7272 Chapman Ave Garden Grove, California 92841 (Address of principal executive offices, with zip code) (714) 933-3000 (Registrant's telephone number, including area code) Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS 99.1 Press Release dated October 29, 2003 Item 9. REGULATION FD DISCLOSURE On October 29, 2003, Hycor Biomedical Inc issued a press release reporting its financial results for the quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is being furnished under both Item 9 (Regulation FD Disclosure) and Item 12 (Results of Operations and Financial Condition) of Form 8-K and is included under this Item 9 in accordance with SEC Release No. 33-8126. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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 thereunto duly authorized. Hycor Biomedical Inc. Date: March 3, 2004 By: /s/ Reg Jones -------------------------------------------- Reg Jones Executive Vice President and Chief Financial Officer (Principal Financial Officer) INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Press Release dated October 29, 2003 EX-99 3 a4586435ex991.txt HYCOR BIOMEDICAL INC. EXHIBIT 99.1 Exhibit 99.1 Hycor Biomedical Inc. Reports Third Quarter Results GARDEN GROVE, Calif.--(BUSINESS WIRE)--Oct. 29, 2003--Hycor Biomedical Inc. (Nasdaq:HYBD) today reported results for the third quarter of 2003. Sales for the three months ended Sept. 30, 2003 were $4,969,000, compared with sales of $4,509,000 for the same period last year, an increase of 10.2%. Net income for the three months ended Sept. 30, 2003, was $73,000, or $0.01 per share, compared with net income of $332,000, or $0.04 per share, for the same period last year. The company attributed the decline in net income for the quarter to the costs associated with the merger agreement between Hycor and Stratagene announced on July 23, 2003 as well as on-going R&D investments associated with its autoimmune product development agreements with Bayer Diagnostics and Beckman Coulter. On Oct. 2, 2003, Stratagene filed a Form S-4 with the Securities and Exchange Commission regarding the proposed transaction to merge with Hycor and is awaiting response from the Commission. Once the SEC approves the S-4, it will be mailed along with a proxy to the shareholders of Hycor. For the nine months ended Sept. 30, 2003, Hycor reported sales of $14,828,000, compared with sales of $13,774,000 for the same period last year, an increase of 7.7%. Net income for the nine months ended Sept. 30, 2003 was $622,000, or $0.08 per share, compared to $993,000, or $0.12 per share, in 2002. About Hycor Biomedical Hycor Biomedical Inc. discovers, develops, manufactures, and markets diagnostic products for a variety of human medical conditions. These products include high quality automated instrument and reagent systems that use blood samples to test for more than 900 different allergies and autoimmune disorders, and urinalysis controls and disposable products under the KOVA(R) brand, the market leader in standardized microscopic urinalysis. Hycor products are used by physicians and clinical laboratories all over the world to provide accurate, reliable test results. With headquarters in Garden Grove and facilities in Germany and Scotland, Hycor employs more than 140 people worldwide and serves customers in more than 50 countries. Visit Hycor Biomedical's Web site at http://www.hycorbiomedical.com. The matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from the results anticipated in the forward-looking statements. These risks and uncertainties include, but are not limited to, economic, competitive, governmental, and technological factors affecting the company's operations, markets, products, services and prices, and other factors discussed in the company's filings with the Securities and Exchange Commission. -0- *T HYCOR BIOMEDICAL INC. CONSOLIDATED STATEMENTS Three Months Nine Months Ended Ended Sept. 30, Sept. 30, INCOME STATEMENT 2003 2002 2003 2002 Product Sales 4,969 4,509 14,828 13,774 Cost of Sales 2,228 2,084 6,779 6,445 Gross Profit on Sales 2,741 2,425 8,049 7,329 Expenses 2,756 2,120 7,620 6,343 Operating Income (15) 305 429 986 Interest Expense -- 10 4 32 Interest Income 39 48 139 119 Gain on Sale of Investments 67 -- 67 -- Foreign Exchange (L)/G (16) 62 53 83 Net Income Before Taxes 75 405 684 1,156 Income Tax Provision 2 73 62 163 Net Income 73 332 622 993 Basic Earnings Per Share 0.01 0.04 0.08 0.12 Diluted Earnings Per Share 0.01 0.04 0.07 0.12 Weighted Avg. Shares -- Basic 8,078 8,041 8,063 8,031 Weighted Avg. Shares -- Diluted 8,589 8,232 8,442 8,238 Sept. Dec. BALANCE SHEET 30, 31, 2003 2002 Cash and Equivalents 6,851 5,458 Other Current Assets 7,691 8,314 Net Property and Equipment 2,079 2,278 Other Assets, Net 239 245 16,860 16,295 Current Liabilities 2,812 2,032 Long-Term Debt -- 1,000 Stockholders' Equity 14,048 13,263 16,860 16,295 Note: Dollars in thousands except earnings per share. CONTACT: Hycor Biomedical Inc., Garden Grove Reg Jones, 714-933-3000 or EVC Group Douglas M. Sherk or Jennifer Cohn, 415-896-6820 -----END PRIVACY-ENHANCED MESSAGE-----