-----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, T83uoLK0+s8NDkZSIlFzKCVrWU2r2Wbn5Lt4mvhS/A1Fyk0MVcTatn/R42oyWSy3 q4BJZ/aYUmcSWcJveuzANw== 0000842023-05-000026.txt : 20050707 0000842023-05-000026.hdr.sgml : 20050707 20050707165326 ACCESSION NUMBER: 0000842023-05-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNE CORP /MN/ CENTRAL INDEX KEY: 0000842023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 411427402 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17272 FILM NUMBER: 05943887 BUSINESS ADDRESS: STREET 1: 614 MCKINLEY PL N E CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 6123798854 MAIL ADDRESS: STREET 1: 614 MCKINLEY PLACE NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 8-K 1 k8-801.txt 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): July 6, 2005 TECHNE CORPORATION (Exact Name of Registrant as Specified in Charter) Minnesota 0-17272 41-1427402 (State or Other Jurisdiction (Commission I.R.S. Employer of Incorporation) File Number) Identification No.) 614 Mckinley Place NE Minneapolis, MN 55413 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (612) 379-8854 Not Applicable (Former Name or Former Address, if changed since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: / / Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On July 6, 2005, Techne Corporation issued a press release announcing that its R&D Systems subsidiary had acquired Fortron Bio Science, Inc. and BiosPacific, Inc., both privately held companies. A copy of the press release is attached hereto as exhibit 99.1 Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated July 6, 2005. SIGNATURE 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. Dated: July 7, 2005 TECHNE CORPORATION By: /s/ Thomas E. Oland --------------------------- Name: Thomas E. Oland Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of Techne Corporation dated July 6, 2005. EX-99.1 2 release7-05.txt PRESS RELEASE DATED JULY 6, 2005 TECHNE CORPORATION ANNOUNCES ACQUISITIONS Minneapolis/July 6, 2005/--Techne Corporation (NASDAQ: TECH) announced today that its R&D Systems subsidiary has acquired Fortron Bio Science, Inc., a developer and manufacturer of monoclonal and polyclonal antibodies, antigens and other biological reagents. R&D Systems simultaneously acquired BiosPacific, Inc., a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems (IVDs) and immunodiagnostic kits. These kits are used globally in both clinical laboratory and point-of-care testing for evidence of cardiovascular disease, cancer, infectious diseases, endocrine, thryroid and fertility disorders, and drugs of abuse. BiosPacific is the primary distribution arm of Fortron. R&D Systems is a leading developer and manufacturer purified cytokines (proteins), antibodies and assay kits which are sold to biomedical researchers and clinical research laboratories. Fortron and BiosPacific had shared a unique strategic relationship since 1992 that combines Fortron's development and manufacturing excellence with BiosPacific's marketing and sales expertise. This partnership has been vital in assisting diagnostic companies to bring innovative assays to the market. The acquisitions will enhance R&D Systems' ability to serve the diagnostics industry. All of the shares of privately-held Fortron and substantially all of the assets of privately-held BiosPacific were acquired for an aggregate $20.0 million in cash. R&D Systems also assumed certain liabilities of BiosPacific, and incurred transaction expenses. Fortron and BiosPacific generated combined revenues of approximately $8.7 million in calendar 2004. The acquisitions are expected to be slightly accretive to Techne's earnings per share in its fiscal year ending June 30, 2006. However, the purchase price allocation of these acquisitions has not been completed. We are therefore not able to predict the impact of the intangible amortization or a potential charge for in-process research and development expense associated with the acquisitions, if any, on estimated fiscal year 2006 earnings per share. Tom Oland, President and CEO of Techne Corporation said, "I strongly believe there is potential synergy associated with these acquisitions and our business. Fortron and BiosPacific have earned a reputation as suppliers of high quality reagents to manufacturers of in-vitro diagnostic kits and have established themselves as a key vendor to many of the major diagnostic companies. R&D Systems has focused its business on the research markets where it has earned a reputation for high quality products. With these acquisitions we will be able to expand into the diagnostic market by offering some of our research reagents that may have future diagnostic application and/or by using our expertise to develop products specifically for the diagnostic markets." Fortron founder and President Dick Wicks will remain available to the Company as an advisor regarding continuing product development. Sandy Koshkin, BiosPacifics' founder, CEO and President will remain active in promoting and enhancing relationships with diagnostic manufacturers. Statements in this earnings release and elsewhere, which look forward in time involve risks and uncertainties which may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: the introduction and acceptance of new biotechnology and hematology products, the levels and particular directions of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, the retention of hematology OEM and proficiency survey business, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships. For additional information concerning such factors, see the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. * * * * * * * * * * * * * * Techne Corporation has two operating subsidiaries: Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England. R&D Systems is a specialty manufacturer of biological products and R&D Europe is a distributor of biotechnology products. Contact: Greg Melsen, Chief Financial Officer Kathy Backes, Controller (612) 379-8854 -----END PRIVACY-ENHANCED MESSAGE-----