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SDIX > SEC Filings for SDIX > Form 8-K on 22-Oct-2012All Recent SEC Filings

Show all filings for STRATEGIC DIAGNOSTICS INC/DE/

Form 8-K for STRATEGIC DIAGNOSTICS INC/DE/


22-Oct-2012

Completion of Acquisition or Disposition of Assets, Financial State


Item 2.01. Completion of Acquisition or Disposition of Assets.

As disclosed by the Company in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 1, 2012, Strategic Diagnostics, Inc., a Delaware corporation (the "Company") and Romer Labs Technology, Inc. a Delaware corporation (the "Purchaser"), entered into an Asset Purchase Agreement (as amended, the "Purchase Agreement").

On October 16, 2012, pursuant to the terms of the Purchase Agreement, the Company completed the sale of all of the 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. At the closing, $600,000 of the $13,500,000 purchase price for the Purchased Assets was placed in escrow pending the satisfaction of certain post-closing conditions and the remaining $12,900,000 was paid to the Company in cash.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1.



Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The following pro forma financial information of the Company, giving effect to the sale transaction described in Item 2.01 above, is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 9.01(b); unaudited pro forma consolidated balance sheet as of June 30, 2012; and unaudited pro forma consolidated statements of operations for the fiscal years ended December 31, 2011, 2010, and 2009 and for the six-months ended June 30, 2012 and 2011.

(d)     Exhibits.

 Exhibit Number       Description of Exhibit

 2.1                  Asset Purchase Agreement, dated as of September 28, 2012
                      between Strategic Diagnostics, Inc. and Romer Labs
                      Technology, Inc.*
                      *Schedules are omitted. The registrant hereby undertakes to
                      furnish the Commission supplementally upon request a copy
                      of omitted Schedules to the Asset Purchase Agreement.
 99.1                 Unaudited pro forma consolidated balance sheet as of June
                      30, 2012; and unaudited pro forma consolidated statements
                      of operations for the fiscal years ended December 31, 2011,
                      2010, and 2009 and for the six-months ended June 30, 2012
                      and 2011.

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