-----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, SA+dZaTlrhVgf+jz9Lzm/X76a00l9hYLbxw3a3yWXAXTmamoStfd+rVmM3mryyE+ FNDnB4tK4nXdZwZHBl01Kg== 0000893220-99-001315.txt : 19991122 0000893220-99-001315.hdr.sgml : 19991122 ACCESSION NUMBER: 0000893220-99-001315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20127 FILM NUMBER: 99760817 BUSINESS ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD STREET 2: PLZ LEVEL CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106886830 MAIL ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 8-K 1 ESCALON MEDICAL CORP. 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): November 17, 1999 ----------------- Escalon Medical Corp. --------------------- (Exact name of registrant as specified in its charter) Delaware 0-20127 33-0272839 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 351 East Conestoga Road, Wayne, Pennsylvania 19087 - -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 688-6830 N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. - ------- ------------- On November 17, 1999, Escalon Medical Corp., a California corporation ("Escalon California"), merged with and into one of its wholly owned subsidiaries, Escalon Medical Corp. (formerly Escalon Delaware, Inc.), a Delaware corporation (the "Registrant"), for the purpose of reincorporating Escalon California in the State of Delaware (the "Merger") pursuant to an Agreement and Plan of Merger dated as of November 17, 1999 (the "Merger Agreement") between Escalon California and the Registrant. Pursuant to the Merger Agreement, the separate corporate existence of Escalon California ceased and the Registrant is the surviving corporation of the Merger. The Registrant succeeded to all of the assets, rights and properties of Escalon California and assumed all of the debts, liabilities and obligations of Escalon California. Each share of Common Stock of Escalon California, no par value, issued and outstanding immediately prior to the effective date of the Merger was automatically converted into one fully paid and nonassessable share of Common Stock, par value $.001 per share, of the Registrant. Each outstanding certificate representing issued and outstanding shares of Common Stock of Escalon California immediately prior to the effective date of the Merger is deemed to represent the number of shares of Common Stock of the Registrant into which shares of Escalon California Common Stock were converted in the Merger. The directors and officers of the Registrant immediately prior to the effective date of the Merger continued to serve as the directors and officers of the Registrant after the Merger. Also, the Certificate of Incorporation and By-Laws of the Registrant as in effect immediately prior to the effective date of the Merger continued in full force and effect after the Merger, except that the name of the Registrant changed to Escalon Medical Corp. The Registrant has assumed and will continue the stock option plans and all other employee benefit plans of Escalon California. In addition, each outstanding and unexercised option and warrant to purchase Escalon California Common Stock automatically became an option or warrant to purchase the same number of shares of Common Stock of the Registrant on the same terms and conditions and at an exercise price per share equal to the respective exercise price per share applicable to any such Escalon California option or warrant prior to the Merger. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------- --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Document ----------- -------- 2.1 Agreement and Plan of Merger between Escalon Medical Corp. and Escalon Delaware, Inc. (incorporated by reference to Exhibit A of the Registrant's preliminary proxy materials relating to its 1999 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission (the "Commission") on September 29, 1999 (the "Proxy Statement"). -2- 3 Exhibit No. Document 3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit B of the Proxy Statement). 3.2 By-Laws of the Registrant (incorporated by reference to Exhibit C of the Proxy Statement). -3- 4 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. ESCALON MEDICAL CORP. Date: November 17, 1999 By: /s/ Richard J. DePiano ---------------------- Richard J. DePiano Chairman and Chief Executive Officer 5 EXHIBIT INDEX ------------- Exhibit No. Document ----------- -------- 2.1 Agreement and Plan of Merger between Escalon Medical Corp. and Escalon Delaware, Inc. (incorporated by reference to Exhibit A of the Registrant's preliminary proxy materials relating to its 1999 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission (the "Commission") on September 29, 1999 (the "Proxy Statement"). 3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit B of the Proxy Statement). 3.2 By-Laws of the Registrant (incorporated by reference to Exhibit C of the Proxy Statement). -----END PRIVACY-ENHANCED MESSAGE-----