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):
October 25, 2002
HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-31923 04-3306140
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
84 October Hill Road, Holliston, MA 01746-1371
(Address of principal executive offices and zip code)
(508) 893-8999
(Registrant's telephone number, including area code)
This Current Report on Form 8-K may contain forward-looking statements
within the meaning of the federal securities laws. Reliance should not be placed
on forward-looking statements because they involve known and unknown risks and
uncertainties which may cause the actual results, performance, and achievements
of the Company to differ materially from the anticipated future results,
performance and achievements that are expressed or implied by such
forward-looking statements. Additional information concerning these risks and
uncertainties is contained in the section entitled "Important Factors That May
Affect Future Operating Results" of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. The Company disclaims any obligation to update
any of the forward-looking statements contained herein to reflect future
developments or events.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective October 25, 2002, Harvard Bioscience, Inc., a Delaware
corporation (the "Company"), completed its acquisition of Genomic Solutions
Inc., a Delaware corporation ("Genomic Solutions"), by merging Genomic Solutions
with and into the Company's wholly-owned subsidiary, HAG Acq. Corp., a Delaware
corporation ("HAG"). The merger was consummated pursuant to an Agreement and
Plan of Merger, dated as of July 17, 2002, by and among the Company, HAG and
Genomic Solutions (the "Merger Agreement"). Subsequent to the merger, HAG filed
an amendment to its corporate charter, changing HAG's name to Genomic Solutions
Inc.
The purchase price for Genomic Solutions consisted of approximately
3,200,000 shares of common stock of the Company and approximately $9,000,000 in
cash. The amount of the purchase price was determined pursuant to the Merger
Agreement. The Company used general working capital to fund the cash payments
that were made in connection with the merger. The merger is being accounted for
as a purchase transaction.
Prior to the merger, Genomic Solutions used its assets in the
development, manufacturing and sale of instruments, consumables and software for
the life sciences research and drug discovery markets. The Company intends to
continue to use the assets it acquired in the merger for this purpose. The
Merger Agreement, including the purchase price, was negotiated at arm's length
between the Company and Genomic Solutions. Neither the Company nor any director
or officer of the Company was affiliated with or had a material relationship
with Genomic Solutions.
Effective October 28, 2002, Jeffrey S. Williams, the former President
and Chief Executive Officer of Genomic Solutions, who will remain with Genomic
Solutions as its President, was appointed to the Board of Directors of Harvard
Bioscience, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The information required by Items 7(a) and 7(b) of this form (the
Financial Statements of the Business Acquired and the Pro Forma Financial
Information) in connection with the merger
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of Harvard Bioscience, Inc. and Genomic Solutions Inc., has been previously
reported, within the meaning of Rule 12b-2 of the Securities Exchange Act of
1934, in the Company's Registration Statement on Form S-4 (Registration
Statement No. 333-98927), filed with the Securities and Exchange Commission on
August 29, 2002 and amended on September 17, 2002, with respect to the audited
consolidated financial statements and the interim unaudited condensed
consolidated financial statements of the business acquired and the unaudited pro
forma condensed combined financial information of the combined company and is
incorporated by reference herein. Accordingly, pursuant to General Instruction
B.3 of Form 8-K, the Financial Information is not filed herewith.
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Harvard Bioscience,
Inc., HAG Acq. Corp. and Genomic Solutions Inc., dated as of July
17, 2002 (incorporated herein by reference to Exhibit 2.4 to the
Company's Registration Statement on Form S-4 filed on August 29,
2002 and amended on September 17, 2002, File No. 333-98927)
99.1 Press release dated October 24, 2002
99.2 Press release dated October 25, 2002
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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.
Dated: November 7, 2002 HARVARD BIOSCIENCE, INC.
By: /s/ David Green
------------------------
David Green
President
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger by and among Harvard Bioscience,
Inc., HAG Acq. Corp. and Genomic Solutions Inc., dated as of July
17, 2002 (incorporated herein by reference to Exhibit 2.4 to the
Company's Registration Statement on Form S-4 filed on August 29,
2002 and amended on September 17, 2002, File No. 333-98927)
99.1 Press release dated October 24, 2002
99.2 Press release dated October 25, 2002
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