-----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, Opos0Zoyvl3GArTbQm/1gnOmPb8CPJ6zb5f+IdpKRtjXHTnTi4W11jOr8XK8SF+d zxH5dvY2LI9o+B8U38HHng== 0000096313-97-000133.txt : 19970912 0000096313-97-000133.hdr.sgml : 19970912 ACCESSION NUMBER: 0000096313-97-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970811 ITEM INFORMATION: FILED AS OF DATE: 19970902 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULL LABORATORIES INC /UT/ CENTRAL INDEX KEY: 0000832404 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 870404754 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11952 FILM NUMBER: 97674136 BUSINESS ADDRESS: STREET 1: 1011 E MURRAY HOLLADAY ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012633524 MAIL ADDRESS: STREET 1: 1011 EAST MURRAY HOLLADAY ROAD CITY: SALT LAKE CITY STATE: UT ZIP: 84117 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) August 11, 1997 GULL LABORATORIES, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Utah 0-16864 87-0404754 --------------- ----------- --------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 1011 E. Murray Holladay Road, Salt Lake City, UT 84117 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 263 - 3524 FORM 8-K CURRENT REPORT Item 2. Acquisition or Disposition of Assets (a) On August 11, 1997, the Registrant acquired certain assets of the diagnostics business unit (the "Business") of the Intensive Care and Diagnostics Division of Fresenius AG. The assets included all fixed assets, all inventory stocks, and all rights belonging to the Business as April 21, 1997 ("Assets") as well as certain industrial property rights, intangible objects and rights of usage related thereto. The Registrant did not acquire receivables, checks, cash or credit balances existing or accrued as of December 31, 1996. The Registrant also assumed all liabilities pertaining to the operations of the Business after December 31, 1996, as well as certain employee-related liabilities existing prior to December 31, 1996. The purchase price for the Assets was 1,320,000 shares of the Company's Common Stock, subject to minor adjustment. Fresenius AG is the majority owner of the Registrant's Common Stock. Two of the Registrant's directors are members of the Management Board of Fresenius AG and a third director is a partner in a law firm that represents Fresenius AG. The purchase price was arrived at after negotiation between management of the Registrant and Fresenius AG. The Registrant was assisted in the negotiations by Vector Securities International, Inc. (b) The Assets acquired by the Registrant were used by the Business in the manufacture and marketing of diagnostic testing products. The Registrant will continue to use the Assets for the same purposes. Item 7. Financial Statements and Exhibits (a) The required financial statements are incorporated by reference from the Proxy Statement of the Registrant dated July 9, 1997. (b) The required pro forma financial information is incorporated by reference from the Proxy Statement of the Registrant dated July 9, 1997. (c) Exhibits 2.1 Asset Purchase Agreement dated as of April 1, 1997 between Fresenius AG, Gull GmbH, and Gull Laboratories, Inc. (incorporated by reference from the exhibits to the Proxy Statement of the Registrant dated July 9, 1997) -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 hereunto duly authorized. GULL LABORATORIES, INC. By: /s/ Michael B. Malan ----------------------------- Michael B. Malan Secretary/Treasurer, Chief Financial Officer Date: August 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----