-----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, K/u4OR3cMlQfKBoKLUq3bSxb5AjU4HdwUP15R6QXqFtK5H2P+Nly/Hr2/Hbzra3j uq+d51JUOwBW3pnIP4gY3w== 0000898430-01-000167.txt : 20010123 0000898430-01-000167.hdr.sgml : 20010123 ACCESSION NUMBER: 0000898430-01-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11303 FILM NUMBER: 1509710 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 8-K 1 0001.txt FORM 8-K ================================================================================ 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): December 31, 2000 SYNBIOTICS CORPORATION (Exact name of registrant as specified in its charter) Commission file number 0-11303 California 95-3737816 (State or other jurisdiction (I.R.S. Employer of incorporation ) Identification No.) 11011 Via Frontera San Diego, California 92127 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (858) 451-3771 ================================================================================ Item 2. Acquisition or Disposition of Assets ------------------------------------ On December 31, 2000 we agreed to sell 84% of the outstanding common stock of W3COMMERCE inc. ("W3"), our wholly-owned Internet marketing services subsidiary, back to the ten original owners of W3; the transaction was completed on January 1, 2001. In conjunction with the disposition, our $2,813,000 convertible note payable, issued to the original owners in conjunction with our January 12, 2000 acquisition of W3, was converted into 1,000,000 unregistered shares of our common stock at a conversion rate of $2.8125 per share. 750,000 of those unregistered shares totalling $328,000 (valued at $0.4375 per share) were transferred to us as consideration for our 84% of W3. In addition, we contributed $1,917,000 to the capital of W3, representing all of our outstanding cash advances to W3 as of December 31, 2000, net of the cash on hand held by W3 as of December 31, 2000, and the original owners of W3 cancelled the contingencies that would have entitled them to receive up to an additional 800,000 shares of our common stock if certain per share stock price targets for our common stock were reached prior to January 12, 2003. The original owners of W3, who were also involved in the present transaction, include Colin Lucas-Mudd (who had been a director of Synbiotics Corporation) and his wife. Item 5. Other Events ------------ In conjunction with the disposition of our investment in W3, Colin Lucas-Mudd, President and Chief Executive Officer of W3, resigned from our board of directors. Item 7. Financial Statements and Exhibits --------------------------------- a) Financial statements of businesses acquired ------------------------------------------- Not applicable. b) Pro forma financial information ------------------------------- The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2000 and the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2000 give effect to the disposition of our investment in W3 as of September 30, 2000 for the unaudited pro forma condensed consolidated balance sheet and as of January 1, 2000 for the unaudited pro forma condensed consolidated statement of operations. The unaudited pro forma condensed consolidated financial statements are based on our historical consolidated financial statements, giving effect to the disposition and the assumptions and adjustments as discussed in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. These unaudited pro forma condensed consolidated financial statements have been prepared by our management based upon our unaudited condensed consolidated balance sheet as of September 30, 2000 and the related unaudited condensed consolidated statement of operations for the nine months ended September 30, 2000. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto, and the narrative sections included elsewhere in this Form 8-K. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what actual results of operations would have been for the period had the transaction occurred on the dates indicated and do not purport to indicate future financial position nor the results of future operations. -1- Synbiotics Corporation Pro Forma Condensed Consolidated Balance Sheet (unaudited) - ----------------------------------------------------------
September 30, Pro Forma 2000 Adjustments Pro Forma -------------- -------------- ------------- Assets: Current assets: Cash and equivalents $ 1,715,000 $ 1,715,000 Securities available for sale 617,000 617,000 Accounts receivable 3,845,000 $ (89,000)(1) 3,756,000 Inventories 6,766,000 6,766,000 Deferred tax assets 454,000 (15,000)(1) 439,000 Other current assets 1,151,000 (16,000)(1) 1,135,000 ------------- ------------- Total current assets 14,548,000 14,428,000 Property and equipment, net 2,839,000 (208,000)(1) 2,631,000 Goodwill 17,988,000 (2,839,000)(1) 15,149,000 Deferred tax assets 8,417,000 (280,000)(1) 8,137,000 Deferred debt issuance costs 39,000 39,000 Other assets 3,647,000 (365,000)(1) 3,282,000 ------------- ------------- $ 47,478,000 $ 43,666,000 ============= ============= Liabilities and Shareholders' Equity: Current liabilities: Accounts payable and accrued expenses $ 6,320,000 (64,000)(1) 6,256,000 Current portion of long-term debt 1,200,000 1,200,000 Deferred revenue 263,000 (21,000)(1) 242,000 Other current liabilities 1,000,000 1,000,000 ------------- ------------- Total current liabilities 8,783,000 8,698,000 ------------- ------------- Long-term debt 10,743,000 (2,943,000)(2) 7,800,000 Deferred revenue 787,000 787,000 Other liabilities 1,635,000 1,635,000 ------------- ------------- 13,165,000 10,222,000 ------------- ------------- Mandatorily redeemable common stock 2,510,000 2,510,000 ------------- ------------- Non-mandatorily redeemable common stock and other shareholders' equity: Common stock 40,065,000 2,484,000 (2) 42,549,000 Common stock warrants 1,003,000 1,003,000 Accumulated other comprehensive loss (1,466,000) (6,000)(1) (1,472,000) Accumulated deficit (16,582,000) (3,262,000)(1)(2) (19,844,000) ------------- ------------- Total non-mandatorily redeemable common stock and other shareholders' equity 23,020,000 22,236,000 -------------- ------------- $ 47,478,000 $ 43,666,000 ============== =============
See accompanying notes to pro forma condensed consolidated financial statements. -2- Synbiotics Corporation Pro Forma Condensed Consolidated Statement of Operations (unaudited) - --------------------------------------------------------------------
Nine Months Ended September 30, Pro Forma 2000 Adjustments Pro Forma -------------- ------------- -------------- Revenues: Net sales $ 25,356,000 $ 25,356,000 Internet revenues 134,000 $ (134,000)(1) License fees 182,000 182,000 Royalties 6,000 6,000 -------------- -------------- 25,678,000 25,544,000 -------------- -------------- Operating expenses: Cost of sales 12,439,000 12,439,000 Research and development 1,618,000 1,618,000 Selling and marketing 7,950,000 (1,119,000)(1) 6,831,000 General and administrative 5,133,000 5,133,000 -------------- -------------- 27,140,000 26,021,000 -------------- -------------- Loss from operations (1,462,000) (477,000) Other income (expense): Interest, net (913,000) 130,000 (1) (783,000) Equity in losses of W3 (110,000)(3) (110,000) -------------- -------------- Loss before income taxes (2,375,000) (1,370,000) (Benefit from) provision for income taxes 58,000 243,000 (1) 257,000 (44,000)(3) -------------- -------------- Loss before extraordinary item $ (2,433,000) $ (1,627,000) ============== ============== Basic and diluted loss before extraordinary item per share $ (0.27) $ (0.18) ============== ==============
See accompanying notes to pro forma condensed consolidated financial statements. -3- Synbiotics Corporation Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited) - -------------------------------------------------------------------------------- Pro Forma Adjustments: Pro forma adjustments have been made to the historical amounts in the unaudited pro forma condensed consolidated financial statements as follows: (1) Adjustment to eliminate the assets, liabilities, revenues and expenses of W3COMMERCE inc. ("W3") which were included in the condensed consolidated financial statements of Synbiotics Corporation ("the Company") as of and for the nine months ended September 30, 2000. (2) Adjustment to record the conversion of the $2,813,000 convertible note payable, which had been issued to the original owners of W3 in conjunction with the Company's January 12, 2000 acquisition of W3, into 1,000,000 unregistered shares of the Company's common stock at a conversion rate of $2.8125 per share. 750,000 of these unregistered shares totalling $328,000 (valued at $0.4375 per share) were then transferred to the Company as consideration for 84% of W3. In addition, $130,000 of accrued interest was subsumed. (3) Adjustment to record the equity in losses of W3 and the associated additional benefit from income taxes. -4- c) Exhibits -------- 2.10 Stock Purchase Agreement Among the Registrant, W3COMMERCE inc., and Colin Lucas-Mudd, Donna Lucas-Mudd, Edward Burnel- Cohen, Regan Carey, Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keene and Kimberley Lind, dated as of December 31, 2000. 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. SYNBIOTICS CORPORATION Date: January 15, 2001 /s/ Michael K. Green ------------------------------ Michael K. Green Senior Vice President - Finance and Chief Financial Officer -5- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS TO FORM 8-K UNDER SECURITIES EXCHANGE ACT OF 1934 SYNBIOTICS CORPORATION EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 2.10 Stock Purchase Agreement Among the Registrant, W3COMMERCE inc., and Colin Lucas-Mudd, Donna Lucas-Mudd, Edward Brunel-Cohen, Regan Carey, Rigdon Currie, Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keene and Kimberley Lind, dated as of December 31, 2000. EX-2.10 2 0002.txt STOCK PURCHASE AGREEMENT Exhibit 2.10 ------------ STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made at the close of business on December 31, 2000 among Synbiotics Corporation, a California corporation ("Synbiotics"), W3COMMERCE inc., a Delaware corporation ("W3C"), and Colin Lucas-Mudd, Donna Lucas-Mudd, Edward Brunel-Cohen, Regan Carey, Rigdon Currie, Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keene and Kimberley Lind (the "Members"). WHEREAS, the Members were the holders of all the equity interests of W3Commerce LLC until January 12, 2000, when pursuant to an Exchange Agreement (the "Exchange Agreement") the Members sold their equity interests to Synbiotics in exchange for convertible promissory notes with an aggregate principal amount of $2,812,500 (the "Notes") and contingent stock issuance rights for 800,000 shares of Synbiotics common stock (the "Expectancies of Contingent Shares"); WHEREAS, Synbiotics thereafter incorporated W3Commerce LLC as W3C, and now holds 100% of the issued and outstanding capital stock of W3C, consisting of 1,000 shares of common stock, par value $0.01 per share ("Shares"); WHEREAS, Synbiotics has advanced approximately $1,900,000 to W3C (including all payroll and fringes through December 31, 2000), which W3C is obligated to repay to Synbiotics (the "Payable"); and WHEREAS, because W3C requires further capital and Synbiotics can invest no further in W3C, it is in the best interest of Synbiotics to sell 84% of the Shares to the Members. NOW, THEREFORE, the parties agree as follows: 1. The Notes are hereby amended to provide for automatic and mandatory conversion, at 12:01 a.m. on January 1, 2001, into Synbiotics common stock ("Conversion Shares") at the rate of 0.35555555 shares of Synbiotics common stock per $1.00 of original Note principal amount (with all accrued interest being eliminated and subsumed in the conversion). 2. Effective as of 12:02 a.m. on January 1, 2001 (after conversion of the Notes into Conversion Shares), the Members shall purchase a total of 840 Shares from Synbiotics in exchange for a specified number of Conversion Shares and the complete cancellation (effected hereby) of their Expectancies of Contingent Shares, as follows: [the remainder of this page is intentionally left blank]
Conversion Shares Principal Amount of Expectancies of Delivered to Note Converted Per Conversion Shares Contingent Shares, Synbiotics in the Conversion Member Shares Section 1 Received Cancelled Exchange Shares Retained ----- ------ --------- -------- --------- -------- --------------- Colin Lucas-Mudd 530 $1,771,875.00 630,000 504,000 472,500 157,500 Donna Lucas-Mudd 126 421,875.00 150,000 120,000 112,500 37,500 Edward Brunel-Cohen 101 337,500.00 120,000 96,000 90,000 30,000 Regan Carey 25 84,375.00 30,000 24,000 22,500 7,500 Rigdon Currie 17 56,250.00 20,000 16,000 15,000 5,000 Mark Brunel-Cohen 13 42,187.50 15,000 12,000 11,250 3,750 Tim Mudd 8 28,125.00 10,000 8,000 7,500 2,500 Steven Usrey 8 28,125.00 10,000 8,000 7,500 2,500 Drew Keene 8 28,125.00 10,000 8,000 7,500 2,500 Kimberley Lind 4 14,062.50 5,000 4,000 3,750 1,250 --- ------------- --------- ------- ------- -------- TOTAL: 840 $2,812,500.00 1,000,000 800,000 750,000 250,000 === ============= ========= ======= ======= ========
The parties acknowledge that Synbiotics is retaining 160 Shares. The Members hereby authorize Synbiotics, by their signature of this Agreement, to reduce paperwork by issuing them share certificates only for the number of Conversion Shares retained following purchase of the 840 Shares described herein, instead of the full number of Conversion Shares; and this Agreement shall serve as a stock power to assign to Synbiotics the 750,000 Conversion Shares being exchanged under this Section 2. The Members agree that Synbiotics will not issue stock certificates for any of the retained 250,000 Conversion Shares or transfer any of the 840 Shares until it receives the originals of all the Notes; but this shall not be deemed to delay or to affect the validity of the exchange, which in any case shall be deemed to have been completed at 12:02 a.m. on January 1, 2001 as to all Members. 3. The Members acknowledge that the Conversion Shares are restricted securities which will first be eligible for resale into the public market under Rule 144 (subject to the limitations and requirements of Rule 144) after satisfaction of a one-year holding period (including the holding period of the Notes). 4. Synbiotics hereby contributes the Payable to the capital of W3C, except to the extent of the cash balance in W3C's bank account(s) as of December 31, 2000. To that extent, W3C shall immediately pay Synbiotics in partial satisfaction of the Payable. In any event, W3C shall provide Synbiotics with copies of all bank account statements as of December 31, 2000. 5. The Members, in view of their collective knowledge of the current affairs of W3C, accept W3C (i.e., their interest in W3C as represented by their Shares) AS IS, WHERE IS, WITH ALL FAULTS, and without representations by Synbiotics as to W3C's condition, operations or finances. Synbiotics shall have no obligation to support W3C, by investment, guarantees, subleases, or otherwise. Subject to Section 4, W3C shall be solely responsible for all its own liabilities. 6. The existing commercial website written contract between W3C and Synbiotics for www.synbiotics.com (the "Contract") shall be unchanged and continue in full force and effect according to its terms. 7. Effective January 1, 2001, W3C employees shall no longer participate in any Synbiotics employee benefit plans, and Synbiotics shall provide no issuance coverage for W3C, its employees and properties, or the Members. -2- 8. The Members agree to elect one designee of Synbiotics to W3C's Board of Directors for as long as Synbiotics owns at least 5% of the outstanding stock of W3C. Synbiotics' initial designee is Rigdon Currie. 9. Each Member who is an officer and/or director and/or employee of Synbiotics and/or Synbiotics Europe S.A.S. shall immediately resign such positions (except that Rigdon Currie shall not resign as a director of Synbiotics). Synbiotics shall immediately cause each of its employees who is an officer and/or director of W3C to immediately resign such positions. 10. The Non-Competition Agreements, as defined in the Exchange Agreement, are hereby cancelled. 11. Synbiotics hereby releases the Members from their obligations to Synbiotics under Sections 4.7(a)-(b) and 4.8 of the Exchange Agreement. 12. W3C and each of the Members hereby release Synbiotics from each guaranty of every W3C-Member employment agreement which Synbiotics guaranteed. W3C and the Members also covenant to cause Steve Peterson to release Synbiotics from all liability under his employment agreement and to give Synbiotics a general release of like tenor as Section 15 hereof. 13. Each party is responsible for its own taxes arising from the transactions contemplated by this Agreement and by Synbiotics' prior ownership of all the Shares. 14. The Members represent to Synbiotics that each Member is acquiring the Shares and the Conversion Shares for his/her own account for investment and not with a view to distribution. 15. W3C and the Members hereby release Synbiotics and its officers, directors, employees and agents from all obligations, liabilities, damages, costs, demands, claims and causes of action arising from anything before today (except obligations under the terms of this Agreement and the Contract). W3C and the Members waive all their rights under California Civil Code Section 1542, which reads: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 16. W3C agrees to fully and faithfully perform all its obligations for which it may be jointly responsible with Synbiotics and pay all its liabilities for which it may be jointly responsible with Synbiotics, and to indemnify, defend and hold harmless Synbiotics from and against all such obligations and liabilities to the extent that such obligations and liabilities are the result of any agreement, act or omission of W3C. 17. W3C shall provide Synbiotics with full access to and the right to copy all relevant W3C books and records for Synbiotics' tax and financial reporting purposes. W3C shall cooperate in the performance of the audit of Synbiotics' 2000 consolidated financial statements (the fees for which audit shall be paid by Synbiotics). 18. This Agreement is the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous promises, agreements, representations, arrangements and negotiations with respect thereto. This Agreement cannot be amended or waived except in a writing signed by Synbiotics, W3C and at least 90% in interest of the Members. This Agreement is governed by California law. 19. W3C and the Members, on the one hand, and Synbiotics, on the other hand, will each bear their own fees and expenses in connection with the transactions contemplated by this Agreement. 20. W3C and the Members acknowledge that Brobeck, Phleger & Harrison LLP is not representing them in this transaction, but is representing only Synbiotics. -3- SYNBIOTICS CORPORATION W3COMMERCE INC. By: /s/ Kenneth M. Cohen By: /s/ Colin Lucas-Mudd --------------------------- -------------------------- President President /s/ Colin Lucas-Mudd /s/ Donna Lucas-Mudd - ------------------------------- ----------------------------- COLIN LUCAS-MUDD DONNA LUCAS-MUDD /s/ Edward Brunel-Cohen /s/ Regan Carey - ------------------------------- ----------------------------- EDWARD BRUNEL-COHEN REGAN CAREY /s/ Rigdon Currie /s/ Mark Brunel-Cohen - ------------------------------- ----------------------------- RIGDON CURRIE MARK BRUNEL-COHEN /s/ Tim Mudd /s/ Steven Usrey - ------------------------------- ----------------------------- TIM MUDD STEVEN USREY /s/ Drew Keene /s/ Kimberley Lind - ------------------------------- ----------------------------- DREW KEENE KIMBERLEY LIND -4- -----END PRIVACY-ENHANCED MESSAGE-----