-----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, D8gcdELyugjcHRLVxe30jFga4nO2X+Ku9wktN8eFlrZVnslB+jj5R7K60bOpHfsM +Mx0H3IVzRVa8burTl67sw== 0000830736-97-000002.txt : 19970114 0000830736-97-000002.hdr.sgml : 19970114 ACCESSION NUMBER: 0000830736-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPOOL INTERNATIONAL INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17714 FILM NUMBER: 97504763 BUSINESS ADDRESS: STREET 1: 6025 NICOLLE ST SUITE A CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 8056540643 MAIL ADDRESS: STREET 1: 6025 NICOLLE STREET CITY: VENTURA STATE: CA ZIP: 93003 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 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): December 31, 1996 _______________________________________________________________________ Commission file number 0-17714 _______________________________________________________________________ BIOPOOL INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 58-1729436 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6025 Nicolle Street Ventura, California 93003 (Address of principal executive offices) (805) 654-0643 (Registrant's telephone number including area code) _______________________________________________________________________________ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On December 31, 1996, Registrant acquired certain assets and selected liabilities of the Blood Group Serology Division of Organon Teknika Corporation ("Organon"), located in West Chester, Pennsylvania (the "Blood Group Business"). There was no prior relationship between Organon or any of its officers, directors or affiliates, and the Registrant and any of its officers, directors or affiliates. The acquired assets consist of two adjacent parcels of real property, each located in West Chester, Pennsylvania, certain blood serology product lines, including certain proprietary blood cell lines, customer accounts, laboratory facilities and an existing employee base, all of which are used in the Blood Group Business. The purchase price for the Blood Group Business was $5 million, payable in cash. The Registrant funded the purchase price in part from the privately placed sale of 500,000 shares of its Common Stock to a group of accredited investors, and in part from proceeds of a $4.5 million credit facility extended to the Registrant by Sanwa Bank. The Registrant believes that the acquisition of the Blood Group Business expands and broadens its product lines and provides an expanded direct sales force for its products. The Registrant also believes that the acquisition of the Blood Group Business provides the Company with a number of strategic advantages that will enhance its existing business. The acquisition was accomplished as a sale of assets (and assumption of certain liabilities) which were acquired directly by the Registrant, and was accounted for as a purchase. (b) The Registrant intends to continue to operate the Blood Group Business as an unincorporated division of the Registrant, from its existing location in West Chester, Pennsylvania. All acquired assets, including plant and equipment, will remain in tact and continue to be utilized in essentially the same manner as such assets were used by Organon. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS At the time of filing, it was impractical to provide the required financial statements of the Blood Group Business and pro forma financial information. The financial statements and pro forma financial information will be filed as soon as practically possible, and no later than 60 days from the filing of this Current Report on Form 8-K. (a) Financial Statements of the Blood Group Business To be furnished at a later date. (b) Pro Forma Financial Information To be furnished at a later date. (c) Exhibits To be furnished at a later date. 2 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. Date: January 13, 1997 BIOPOOL INTERNATIONAL, INC. ___________________ _________________________________ (Registrant) /s/ Michael D. Bick, Ph.D. _________________________________ Michael D. Bick, Ph.D. Chief Executive Officer and Chairman of the Board 3 -----END PRIVACY-ENHANCED MESSAGE-----