Amended Current Report Filing (8-k/a)
August 14 2019 - 11:02AM
Edgar (US Regulatory)
MERIDIAN BIOSCIENCE INC false 0000794172 0000794172 2019-06-03 2019-06-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June
3, 2019
MERIDIAN BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in Charter)
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Ohio
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0-14902
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31-0888197
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(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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3471 River Hills Drive
Cincinnati, Ohio
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45244
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (513) 271-3700
(Former Name or Former Address, if Changed Since Last Report.)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, no par value
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VIVO
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NASDAQ
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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 (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17CFR §
240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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Item 9.01. Financial Statements and Exhibits.
On June 3, 2019, Meridian Bioscience, Inc. (“Meridian” or the “Company”) filed a Current Report on Form
8-K
(the “Original Filing”) to report completion of the previously announced acquisition of substantially all of the assets of GenePOC Inc., a corporation incorporated under the laws of Canada, pursuant to the Share Purchase Agreement, dated as of April 29, 2019 (the “Purchase Agreement”), by and among Meridian, Meridian Bioscience Canada Inc., a corporation incorporated under the laws of British Columbia and a direct wholly-owned subsidiary of the Company, GenePOC Inc., the shareholders of GenePOC Inc., and Apres-demain Holding SA, solely in the capacity of Shareholders’ Representative (“Shareholders’ Representative”). This Form
8-K/A
is being filed to amend the Original Filing to provide the required financial statements and pro forma financial information described below. Capitalized terms used in this Current Report but not defined herein shall have the respective meanings assigned thereto in the Original Filing.
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(a)
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Financial Statements of Businesses Acquired
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The following financial statements of the business acquired from GenePOC Inc. are filed herewith as Exhibit 99.1 to this Form
8-K/A:
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i.
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Report of Independent Certified Public Accountants
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ii.
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Statement of Assets Acquired and Liabilities Assumed as of June 3, 2019
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iii.
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Statement of Net Revenues and Direct Operating Expenses for the year ended December 31, 2018
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iv.
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Notes to Abbreviated Financial Statements as of June 3, 2019 and year ended December 31, 2018
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(b)
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Pro Forma Financial Information
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The following pro forma financial information is filed herewith as Exhibit 99.2 to this Form
8-K/A:
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i.
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Introduction to Unaudited Pro Forma Combined Statement of Operations
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ii.
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Unaudited Pro Forma Combined Statement of Operations for the year ended September 30, 2018
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iii.
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Notes to Unaudited Pro Forma Combined Statement of Operations
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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.
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MERIDIAN BIOSCIENCE, INC.
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Date: August 14, 2019
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By:
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/s/ Bryan T. Baldasare
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Bryan T. Baldasare
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Interim Chief Financial Officer and Chief Accounting Officer
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(Principal Financial and Accounting Officer)
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