UNITED STATES
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): April 7, 2011
ROCHESTER MEDICAL
CORPORATION
(Exact name of registrant as
specified in its charter)
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| Minnesota |
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0-18933 |
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41-1613227 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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One Rochester Medical Drive,
Stewartville, MN
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55976 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (507) 533-9600
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Not
Applicable
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| (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 obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of
Acquisition or Disposition of Assets.
On April 7, 2011,
Rochester Medical Corporation (the “Company”) completed the
acquisition of the outstanding capital stock of Laprolan B.V., a corporation
organized under the laws of The Netherlands and a wholly owned subsidiary of
Fornix BioSciences N.V., pursuant to a Share Purchase Agreement dated as of
January 12, 2011 (the “Purchase Agreement”). The Company paid
a cash purchase price of €10,474,974 (US$15,057,775)
at closing. As provided in the Purchase Agreement, the transaction will have a
retroactive effective date of January 1, 2011.
Incorporated by
reference herein is the press release of the Company, filed as exhibit 99.1,
regarding the completion of the transaction described above.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant
In conjunction with
the closing of the Laprolan acquisition described under Item 2.01, on
April 7, 2011 the Company drew down $15,057,775 from its $25,000,000
revolving line of credit with RBC Wealth Management. Interest on amounts
outstanding under the line of credit accrues monthly at a variable rate
currently at 1.375%. Immediately prior to April 7, 2011, the Company had
$1,000,000 outstanding under the revolving line of credit.
Item 9.01. Financial Statements
and Exhibits.
(a) Financial Statements of
Businesses Acquired.
The required financial
statements of the acquired business are not included in this Current Report on
Form 8-K. These financial statements will be provided in an amendment to this
Current Report on Form 8-K as soon as practicable, but not later than
June 23, 2011.
(b) Pro Forma Financial
Information.
The required pro forma
financial information relative to the acquisition of assets is not included in
this Current Report on Form 8-K. The pro forma financial information will be
provided in an amendment to this Current Report on Form 8-K as soon as
practicable, but not later than June 23, 2011.
(d) Exhibits.
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99.1
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Press release, dated April 7, 2011, of
Rochester Medical Corporation |
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