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| ESMC > SEC Filings for ESMC > Form 8-K on 7-Jan-2009 | All Recent SEC Filings |
7-Jan-2009
Creation of a Direct Financial Obligation or an Obligation under an Off-Bala
Pursuant to an Asset Purchase Agreement, as described in Item 8.01 below, dated December 31, 2008, Escalon Medical Corp. ("the Company") purchased the assets of the hematology business of Biocode Hycel, the French subsidiary of Immunodiagnostic Systems plc, a provider of in vitro diagnostic products. The purchase price for the acquisition was €4,200,000, of which €25,000 was paid upfront. The seller-provided financing requires payment by the Company over four years as follows:
• the first interest-only payment is due in December 2009;
• thereafter, every six months, an interest payment is due at an annual interest
rate of 7%;
• after 18 months a principal payment of €800,000 is due;
• after 30 months a principal payment of €1,000,000 is due;
• after 36 months a principal payment of €1,000,000 is due; and
• after 48 months a principal payment of €1,375,000 is due.
The payment amount in United States Dollars will be determined on the payment due date, based upon the then current exchange rate between the United States Dollar and the Euro.
On December 31, 2008, the Company amended (i) the Escalon Medical Corp. 1999 Equity Incentive Plan, (ii) the Escalon Medical Corp. 2004 Equity Incentive Plan, (iii) the Supplemental Executive Benefit Agreement with Richard J. DePiano, the Company's Chairman and Chief Executive Officer, and (iv) the employment agreement with Robert O'Conner, the Company's Chief Financial Officer, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the various regulations and guidance issued thereunder.
On December 31, 2008, the Company, pursuant to an Asset Purchase Agreement, completed a previously announced acquisition of the hematology business of Biocode Hycel, the French subsidiary of Immunodiagnostic Systems plc, a provider of in vitro diagnostic products. The acquired hematology business will continue to operate under the name Biocode Hycel and has operations near Rennes, France. The acquired hematology business had 2008 annual revenues of approximately €4,200,000, or approximately $5,800,000. The business will be vertically integrated into the Company's clinical diagnostics business and its growing portfolio of brands, which also includes Drew Scientific and JAS Diagnostics. The purchase price for the acquisition was €4,200,000, of which €25,000 was paid upfront. The seller-provided financing requires payment by the Company over four years as follows:
• the first interest-only payment is due in December 2009;
• thereafter, every six months, an interest payment is due at an annual interest
rate of 7%;
• after 18 months a principal payment of €800,000 is due;
• after 30 months a principal payment of €1,000,000 is due;
• after 36 months a principal payment of €1,000,000 is due; and
• after 48 months a principal payment of €1,375,000 is due.
The payment amount in United States Dollars will be determined on the payment due date, based upon the then current exchange rate between the United States Dollar and the Euro.
Exhibit 99.1 Press released Janurary 6, 2009.
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