-----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, O/py3IrL3AnsqmgV4YfhS0l/L62l/nXlqBgP9Z1ozQ9IKluriRRDxP/cahsEq25B D0aBRaWApamhHat+MANW9g== 0000947871-98-000082.txt : 19980312 0000947871-98-000082.hdr.sgml : 19980312 ACCESSION NUMBER: 0000947871-98-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980309 ITEM INFORMATION: FILED AS OF DATE: 19980311 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNETIC INC CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17822 FILM NUMBER: 98563369 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 8-K 1 8-K CURRENT REPORT 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: March 9, 1998 SYNETIC, INC. (Exact name of Registrant as specified in its charter) Delaware 0-17822 22-2975182 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 669 River Drive, River Drive Center II, Elmwood Park, NJ 07407 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (201) 703-3400 Exhibit Index on Page 3 2 Item 5. Other Events. On March 9, 1998, Synetic, Inc., a Delaware corporation (the "Company"), issued a press release announcing that it had entered into a merger agreement whereby Point Plastics, Inc., a California corporation ("Point Plastics"), will become a wholly-owned subsidiary of the Company. The purchase price for all of the outstanding capital stock of Point Plastics is $86 million, subject to adjustment under certain circumstances, payable 60% in shares of Company Common Stock and 40% in cash. The closing is subject to satisfaction of certain conditions which include Hart Scott Rodino clearance, effectiveness of a Registration Statement on Form S-4 covering the Company shares and an affirmative vote of Point Plastics' shareholders. 3 EXHIBIT INDEX ------------- Exhibit No. Description - ------- ----------- 99.1 Press Release, dated March 9, 1998. 4 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. SYNETIC, INC. Date: March 11, 1998 By: /s/ Charles A. Mele ----------------------------------- Name: Charles A. Mele Title: Vice President and General Counsel EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD OF SYNETIC, INC.] FOR IMMEDIATE RELEASE Contact: Anthony Vuolo Vice President-Chief Financial Officer (201) 703-3400 SYNETIC ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE POINT PLASTICS ELMWOOD PARK, NEW JERSEY, March 9, 1998 -- Synetic, Inc. (NASDAQ:SNTC) announced today that it has signed a merger agreement for the acquisition of Point Plastics, Inc., a manufacturing company located in Petaluma, California. Point Plastics sells high-volume disposable plastic products, such as pipette tips, micro-centrifuge tubes and PCR tubes to the research and clinical life sciences markets worldwide. Point Plastics had net sales of approximately $25 million for calendar year 1997. The purchase price for all of the outstanding capital stock of Point Plastics is $86 million, subject to adjustment under certain circumstances, payable 60% in shares of Synetic Common Stock and 40% in cash. The closing is subject to satisfaction of conditions which include Hart Scott Rodino clearance, effectiveness of a Registration Statement on Form S-4 covering the Synetic shares and an affirmative vote of Point Plastics' shareholders. Shareholders representing 51% of Point Plastics' shares have agreed to vote in favor of the merger. The shareholders of Point Plastics have agreed not to sell Synetic stock received in the merger until after the first anniversary of the closing. The closing is expected to occur late this spring. The tax free merger will be accounted for using the purchase method of accounting and is expected to be accretive to Synetic's earnings. Mr. Martin J. Wygod, Chairman of Synetic, stated, "The acquisition of Point Plastics represents an excellent addition to Porex, our plastic filtration technologies subsidiary, which has been reporting record sales and earnings. We are committed to growing our plastics business through both internal development and acquisitions. We are in discussions to acquire additional businesses that are complementary to Porex. As a result of this acquisition and other potential strategic growth opportunities, we have decided not to proceed with the previously announced initial public offering of Porex at this time. We will, however, evaluate all of the various available alternatives regarding the separation of our two principal lines of business after the conclusion of our fiscal year on June 30, 1998." Mr. Philip Stolp, a founder of Point Plastics and its Chief Executive Officer, stated that, "I, along with Thomas Taggart, Point Plastics' Chief Operating Officer, view this merger as a great opportunity for our company and its employees, and we believe that our affiliation with Porex will allow us to accelerate the growth of Point's business and expand into new markets in the life sciences industry." Synetic operates two principal lines of business, plastic filtration technologies and healthcare communications. ***** The statements contained in this release, other than the terms of the acquisition of Point Plastics, are forward looking statements that involve risks and uncertainties, including, but not limited to, satisfaction of conditions to closing the acquisition, product demand and market risks, the effect of economic conditions, the impact of competitive products and pricing, and other risks detailed in Synetic's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----