0000950137-01-503801.txt : 20011009 0000950137-01-503801.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950137-01-503801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010917 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUMED INTERNATIONAL INC CENTRAL INDEX KEY: 0000888335 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364054899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20652 FILM NUMBER: 1747977 BUSINESS ADDRESS: STREET 1: 900 N FRANKLIN ST STREET 2: STE 401 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126429200 MAIL ADDRESS: STREET 1: 920 N FRANKLIN STREET STREET 2: SUITE 402 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: ALAMAR BIOSCIENCES INC DATE OF NAME CHANGE: 19950504 8-K 1 c65209e8-k.txt CURRENT REPORT 1 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) September 17, 2001 ------------------ AccuMed International, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-20652 36-4054899 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 920 North Franklin Street, Suite 402, Chicago, Illinois 60610 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312)642-9200 ------------- -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 1. Changes in Control of the Registrant. On September 17, 2001, the Registrant became a wholly-owned subsidiary of Ampersand Medical Corporation, a Delaware corporation, now known as Molecular Diagnostics Inc. ("Molecular"), by way of merger of the Registrant with and into AccuMed Acquisition Corp., a Delaware corporation ("Acquisition Sub"), a wholly-owned subsidiary of Molecular, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 7, 2001, as amended, by and among the Registrant, Molecular and Acquisition Sub. Upon the Merger, the Registrant's separate corporate existence ceased and Acquisition Sub continued as the surviving corporation. Pursuant to the terms of the Merger Agreement, upon the Merger, each share of Registrant's common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger was converted into the right to receive .6552 shares of common stock of Molecular, and each share of Registrant's Series A Convertible Preferred Stock issued and outstanding immediately prior to the Merger was converted into the right to receive one share of Molecular Series A Convertible Preferred Stock. The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2 hereto and is incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits. 2. Agreement and Plan of Merger, dated February 7, 2001, by and among AccuMed International, Inc., AccuMed Acquisition Corp. and Ampersand Medical Corporation (now known as Molecular Diagnostics Inc.), and Amendments No. 1 and No. 2 thereto (incorporated by reference to Appendix I of the proxy statement- prospectus filed as part of Amendment No. 4 to Registration Statement No. 333-61666). 3 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. ACCUMED INTERNATIONAL, INC. --------------------------- (Registrant) Date: September 27, 2001 By: /s/ Peter P. Gombrich -------------------------- --------------------- Peter Gombrich, President 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 2. Agreement and Plan of Merger, dated February 7, 2001, by and among AccuMed International, Inc., AccuMed Acquisition Corp. and Ampersand Medical Corporation (now known as Molecular Diagnostics Inc.), and Amendments No. 1 and No. 2 thereto (incorporated by reference to Appendix I of the proxy statement-prospectus filed as part of Amendment No. 4 to Registration Statement No. 333-61666).