-----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, MRLY8nxAcXbMosCG4Oychnql9CV+/jeVY1U04skDQNL27f0+AxpnkU5h2dUy+pom AMrmNaK1/EMXuahg0Nnx5Q== 0000892251-95-000062.txt : 19951012 0000892251-95-000062.hdr.sgml : 19951012 ACCESSION NUMBER: 0000892251-95-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951010 ITEM INFORMATION: Other events FILED AS OF DATE: 19951011 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN DIAGNOSTICS INC CENTRAL INDEX KEY: 0000794172 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 310888197 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14902 FILM NUMBER: 95579789 BUSINESS ADDRESS: STREET 1: 3471 RIVER HILLS DR CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 8-K 1 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) Report Filed Under Item 5 _________________________ MERIDIAN DIAGNOSTICS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Ohio 0-14902 31-0888197 ___________________________________________________________________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3471 River Hills Drive, Cincinnati, Ohio 45244 ___________________________________________________________________________ (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (513) 271-3700 _____________________ ___________________________________________________________________________ (Former name or former address, if changed since last report.) Item 5. Other Events. ____________ This Form 8-K is filed for the purpose of supplying the press release issued by Meridian Diagnostics, Inc. on October 10, 1995. INDEX TO EXHIBITS MERIDIAN DIAGNOSTICS, INC. Number Exhibit Description ______ ___________________ 99 Press Release 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. MERIDIAN DIAGNOSTICS, INC. Date: October 10, 1995 BY: /s/John A. Kraeutler ________________________ John A. Kraeutler President and Chief Operating Officer EX-99 2 EXHIBIT 99 PRESS RELEASE OCTOBER 10, 1995 Contact: Jerry L. Ruyan (513) 271-3700 MERIDIAN DIAGNOSTICS CALLS 7-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001 Meridian Diagnostics, Inc., Cincinnati, Ohio, today announced that it will call for redemption the outstanding balance of its 7-1/4% Convertible Subordinated Debentures due 2001 (the "Debentures"). The Company issued the Debentures September 1993 in the principal amount of $11.5 million. Approximately $7.4 million principal amount of the Debentures is outstanding; the balance has been converted or tendered for conversion into shares of the Company's common stock. Holders of the Debentures have the option of converting their Debentures into shares of Meridian Diagnostics' common stock prior to the redemption date of November 30, 1995, at a conversion price of $5.97 per share or, upon delivery of the Debentures, receiving cash. The Debentures will be redeemed at 105% of their face amount plus accrued interest. The conversion price of $5.97 per share is equivalent to a conversion rate of 167.5 shares per each $1,000 principal amount of Debentures. All share amounts have been adjusted for stock dividends and splits subsequent to the issuance of the Debentures. Based on the current price of the Company's stock, Meridian Diagnostics expects that holders will convert their Debentures into shares of common stock. Conversion and/or redemption of the Debentures will reduce the Company's annual interest expense, increase shareholders' equity, reduce long-term debt, improve the debt-to-equity relationship, and increase the float of shares available for trading. On a pro forma basis, the per share dilution for the fiscal year ended September 30, 1995 is expected to be between $0.01 and $0.02 per share, assuming full conversion of the Debentures. Meridian Diagnostics, Inc. develops, manufactures and markets a variety of immunodiagnostic test kits, purified reagents such as antigens and monoclonal and polyclonal antibodies, and related diagnostic products. The Company is a leader in the area of rapid diagnosis of infectious human diseases. All Meridian products are used outside the human body and require little or no special instrumentation or equipment. Domestic and international market segments consist of hospital, commercial and reference laboratories, and physicians' offices. The Company has a leading market position in fungal serology, and in parasite and bacterial collection, preservation and transportation systems. The Company's shares are traded through NASDAQ/NMS (Symbol: KITS). -----END PRIVACY-ENHANCED MESSAGE-----