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| SDIX > SEC Filings for SDIX > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Entry into a Material Definitive Agreement, Change in Directors or
On September 28, 2012, Strategic Diagnostics Inc., a Delaware corporation (the "Company") and Romer Labs Technology, Inc., a Delaware corporation, entered into an Asset Purchase Agreement (the "Agreement").
Pursuant to the terms and conditions of the Agreement, Purchaser will acquire all of Company's right, title, and interest in certain of the assets, equipment, inventory, and intellectual property (the "Purchased Assets") related exclusively to the Company's business units comprised of the development, manufacturing and sale of diagnostics kits for the detection of various food pathogens and genetically modified organisms (the "Food Safety and Ag/GMO Business"). Purchaser will also assume and agree to discharge all of the liabilities related to the Food Safety and Ag/GMO Business arising after the closing. The purchase price for the Purchased Assets is $13,500,000, which is subject to a post-closing inventory adjustment. At closing, a portion of the purchase price may be placed in escrow pending the satisfaction of certain post-closing conditions. The Company and Purchaser each made customary representations, warranties and covenants in the Agreement.
Closing will occur by October 15, 2012, unless otherwise agreed by the Company and Purchaser. Customary covenants govern the time between the date of the Agreement and the closing regarding conduct of the Business, access to information pertaining to the Business, confidentiality, publicity, use of Company names, and notification of certain events. Following the closing, the Company has agreed to provide certain transition services and to the license and supply of certain antibodies.
On September 25, 2012, Dr. Klaus Lindpaintner, the Chief Scientific Officer of the Company, separated from the Company, on such date, to pursue other interests. In connection with Dr. Lindpaintner's separation, the Company and Dr. Lindpaintner have entered into a Separation Agreement and General Release (the "Separation Agreement") dated as of September 25, 2012. A copy of the Separation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On October 1, 2012, the Company issued a press release announcing the Agreement and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
(d) Exhibits.
99.1 Separation Agreement, dated as of September 25, 2012.
99.2 Press release, dated as of October 1, 2012.
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