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: December 14, 1995
NORTH AMERICAN BIOLOGICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-4829-03 59-1212264
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
5800 Park of Commerce Boulevard, N.W., Boca Raton, FL 02173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 989-5800
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N/A
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(Former name or former address, if changed since last report.)
This document consists of 12 pages. The exhibit index is located on page 9.
Item 2. Acquisition or Disposition of Assets.
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On November 29, 1995, Univax Biologics, Inc. ("Univax") was merged with and
into North American Biologicals, Inc. ("NABI") pursuant to the terms of an
Agreement and Plan of Merger dated as of August 28, 1995 (the "Merger
Agreement") in a tax-free, stock-for-stock transaction (the "Merger") following
stockholder meetings of each company held on November 29, 1995 at which more
than a majority of the outstanding shares of each company were voted to approve
the Merger Agreement. Under the terms of the Merger Agreement and pursuant to
the provisions of a Certificate of Merger filed with the Secretary of State of
the State of Delaware, each outstanding share of Univax common stock has been
converted into .79 share of NABI common stock, par value $.10 per share (the
"NABI Common Stock"), and each share of Univax preferred stock has been
converted into approximately 1.047 shares of NABI Common Stock. Approximately
14,170,336 shares of NABI Common Stock are being issued in connection with the
Merger. No fractional shares of NABI Common Stock will be issued by NABI in the
Merger. Each former Univax stockholder otherwise entitled to a fractional share
of NABI Common Stock shall be entitled to receive cash in the amount of the
fraction of a share multiplied by $8.5439. The Merger is being treated as a
pooling of interests for financial reporting purposes.
In connection with the Merger, NABI's Restated Certificate of Incorporation
was amended to increase the number of shares of NABI Common Stock authorized for
issuance from 50,000,000 to 75,000,000 shares and the stockholders of NABI
approved an increase in the number of shares of NABI Common Stock which are
available for issuance under NABI's 1990 Equity Incentive Plan from 2,745,000
shares to 4,245,000 shares.
Additional information concerning the Merger and the Merger Agreement has
been previously reported by NABI in its definitive Joint Proxy
Statement/Prospectus dated October 27, 1995 (the "Joint Proxy Statement").
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
The financial statements of Univax as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31, 1994 and the report
of Price Waterhouse LLP, certified independent accountants, have been previously
reported in, and are incorporated by reference to, the Joint Proxy Statement.
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(b) Pro forma financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements
give effect to the Merger of NABI and Univax. The Merger has been accounted for
as a pooling of interests in accordance with Accounting Principles Board Opinion
No. 16. The fiscal years of NABI and Univax end on December 31 and, as such,
the historical statements of operations have been reported on such fiscal basis.
The following unaudited pro forma condensed combined balance sheet combines the
historical balance sheets of NABI and Univax as if the Merger had become
effective on September 30, 1995. The following unaudited pro forma condensed
combined statements of operations for the nine months ended September 30, 1995
and 1994 combine the historical statements of operations of NABI and Univax as
if the Merger had become effective January 1, 1994. Unaudited pro forma
condensed combined statements of operations for the years ended December 31,
1994, 1993 and 1992, which combine the historical statements of operations of
NABI and Univax as if the Merger had become effective January 1, 1992, have been
previously reported in, and are hereby incorporated by reference to, the Joint
Proxy Statement. All such unaudited pro forma financial statements should be
read in conjunction with the historical and pro forma financial statements and
notes thereto of NABI and Univax in the Joint Proxy Statement and in the
respective Quarterly Reports on Form 10-Q filed by NABI and Univax for the
quarter ended September 30, 1995.
The pro forma information is presented for illustrative purposes only and
is not necessarily indicative of the operating results or financial position
that would have occurred if the Merger had been consummated on January 1, 1994
with respect to the pro forma combined statements of operations or at September
30, 1995 with respect to the pro forma condensed combined balance sheet, nor is
it indicative of the future operating results or financial position of the
combined company.
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NORTH AMERICAN BIOLOGICALS, INC. AND UNIVAX BIOLOGICS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 1995
(Unaudited)
Pro
Pro Forma Forma
NABI Univax Adjustments Combined
-------- --------- ----------- --------
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 2,447 $ 11,423 - $ 13,870
Trade accounts receivable, net 24,697 2,536 - 27,233
Inventories 22,083 794 - 22,877
Other current assets 2,808 891 - 3,699
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TOTAL CURRENT ASSETS 52,035 15,644 67,679
Property and equipment, net 31,693 6,776 - 38,469
Excess of acquisition cost over net assets
acquired, net 19,184 - - 19,184
Intangible assets, net 11,150 - - 11,150
Other assets 5,011 1,622 (655) (2A) 5,978
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TOTAL ASSETS $119,073 $ 24,042 $ (655) $142,460
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LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 4,721 $ 3,631 - $ 8,352
Accrued expenses 10,094 1,165 3,345 (2A) 14,604
Other current liabilities 7,629 1,040 - 8,669
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TOTAL CURRENT LIABILITIES 22,444 5,836 3,345 31,625
Long term debt 34,893 1,296 - 36,189
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TOTAL LIABILITIES 57,337 7,132 3,345 67,814
Preferred stock, par value $0.01, 10,000 shares
authorized, 502 outstanding - 5 (5) (2B) -
Common stock, par value $0.10, 50,000 shares
authorized, 19,550 outstanding 1,955 - 53 (2B) 2,008
1,360 (2C) 1,360
Common stock, par value $0.01, 30,000 shares
authorized, 17,220 outstanding - 172 (172) (2C) -
Capital in excess of par value 37,672 95,401 (48) (2B) 133,025
(1,188) (2C) (1,188)
Retained earnings (deficit) 22,109 (78,668) (4,000) (2A) (60,559)
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TOTAL STOCKHOLDERS' EQUITY 61,736 16,910 (4,000) 74,646
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $119,073 $ 24,042 $ (655) $142,460
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See accompanying Notes to the unaudited pro forma condensed combined financial
information.
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NORTH AMERICAN BIOLOGICALS, INC. AND UNIVAX BIOLOGICS, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 1995
(Unaudited)
Pro Forma Pro Forma
NABI Univax Adjustments Combined
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Revenues $141,542 $ 6,768 $(1,576) (2D) $146,734
Cost of products sold 112,031 1,189 (1,232) (2D) 111,988
Research and product development 308 16,950 (344) (2D) 16,914
Selling, general and administrative
expenses 8,914 6,465 - 15,379
Other expenses 3,305 - - 3,305
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Operating income (loss) 16,984 (17,836) - (852)
Interest expense (1,278) (140) - (1,418)
Investment income, net - 979 - 979
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Income (loss) before provision for
income taxes 15,706 (16,997) (1,291)
Provision for income taxes (5,776) - - (5,776)
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Net income (loss) $ 9,930 $(16,997) - $ (7,067)
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Earnings (loss) per share $0.49 $(0.99) $(0.21)
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Weighted average number of
shares outstanding 20,403 17,129 33,439
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See accompanying Notes to the unaudited pro forma condensed combined financial
information.
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NORTH AMERICAN BIOLOGICALS, INC. AND UNIVAX BIOLOGICS, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 1994
(Unaudited)
Pro Forma Pro Forma
NABI Univax Adjustments Combined
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Revenues $120,781 $ 1,947 $(162) (2D) $122,566
Cost of products sold 96,355 - (123) (2D) 96,232
Research and product development 705 14,143 (39) (2D) 14,809
Selling, general and administrative
expenses 8,777 3,920 - 12,697
Other expenses 2,657 - - 2,657
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Operating income (loss) 12,287 (16,116) - (3,829)
Interest expense (2,654) (171) - (2,825)
Investment income, net - 37 - 37
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Income (loss) before provision for
income taxes 9,633 (16,250) - (6,617)
Provision for income taxes (3,813) - - (3,813)
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Net income (loss) $ 5,820 $(16,250) - $ (10,430)
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Earnings (loss) per share $0.35 $(1.21) $(0.40)
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Weighted average number of shares
outstanding 16,856 13,467 26,401
==================== =========
See accompanying Notes to the unaudited pro forma condensed combined financial
information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 1. Basis of Presentation
Pursuant to the Merger Agreement each share of Univax Common Stock
outstanding at the date of consummation has been converted into .79 share of
NABI Common Stock and each share of Univax Preferred Stock has been converted
into approximately 1.047 shares of NABI Common Stock.
The pro forma financial information does not give effect to synergies or
nonrecurring charges which may occur as a result of the integration of the
combined operations. Additionally, the pro forma results of operations exclude
$4 million in estimated transaction costs associated with the Merger. Such
expenses will be recognized as period expenses as of November 29, 1995.
However, pro forma retained earnings have been adjusted to reflect recognition
of the estimated transaction costs in the Stockholders' Equity section of the
unaudited pro forma condensed combined balance sheet as of September 30, 1995.
Pro forma loss per share for the respective periods has been computed based
on the unaudited pro forma weighted average common shares outstanding for the
combined company, including the effects of converting all of the Univax
Preferred Stock into NABI Common Stock. Common stock equivalents of NABI have
been excluded from the calculation because of their anti-dilutive pro forma
effect.
It is intended that the Merger will qualify as a tax-free reorganization
within the meaning of Section 368 of the Code. Accordingly, Univax's net
operating losses and research tax credit carryforwards will be available to
offset future taxable income in the consolidated tax returns of the combined
company, subject to certain annual limitations.
Certain amounts in the historical financial statements of NABI and Univax
have been reclassified to conform with the unaudited pro forma condensed
financial statement presentation. All amounts, except per share data, are
presented in thousands of dollars.
Note 2. Pro Forma Adjustments
(A) Estimated non-recurring transaction costs associated with the Merger.
(B) Issuance of 526,315 shares of NABI Common Stock in exchange for 502,512
shares of Univax Preferred Stock.
(C) Issuance of 13,603,634 shares of NABI Common Stock in exchange for
17,219,790 shares of Univax Common Stock.
(D) Elimination of intercompany sales and associated costs.
(c) Exhibits.
See the exhibit index immediately preceding the exhibits attached hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
NORTH AMERICAN BIOLOGICALS, INC.
By: /s/ Alfred J. Fernandez
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Alfred J. Fernandez
Senior Vice President and
Chief Financial Officer
Date: December 14, 1995
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EXHIBIT INDEX
Exhibit No. Title Page
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2 Agreement and Plan of Merger dated August 28, 1995 *
between NABI and Univax.
4 Certificate of Merger dated effective November 29, 1995. 10
23 Consent of Price Waterhouse. 12
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* Incorporated by reference to NABI's Registration Statement on Form S-4
dated October 18, 1995 (File No. 33-63497).
EXHIBIT 4
CERTIFICATE OF MERGER
OF
NORTH AMERICAN BIOLOGICALS, INC.
AND
UNIVAX BIOLOGICS, INC.
Pursuant to the provisions of Section 251 of the Delaware General
Corporation Law, the domestic corporations herein named do hereby adopt the
following Certificate of Merger:
1. The names of the constituent corporations are North American
Biologicals, Inc. and Univax Biologics, Inc., both of which are business
corporations organized under the laws of the State of Delaware and are subject
to the provisions of the Delaware General Corporation Law.
2. An Agreement and Plan of Merger dated August 28, 1995 between
North American Biologicals, Inc. and Univax Biologics, Inc. was approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with Section 251 of the Delaware General Corporation
Law.
3. The name of the surviving corporation is North American
Biologicals, Inc.
4. Article FOURTH of the Restated Certificate of Incorporation of
North American Biologicals, Inc. is hereby amended by deleting the first
paragraph therein and inserting in place thereof the following:
"The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 80,000,000 shares consisting of
a) 5,000,000 shares of Preferred Stock, par value $.10 per share and
b) 75,000,000 shares of Common Stock, par value $.10 per share."
The remainder of Article FOURTH remains in full force and effect.
The foregoing amendment was duly adopted by the stockholders of North
American Biologicals, Inc. on November 29, 1995, in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
5. The executed Agreement and Plan of Merger is on file at the
principal place of business of North American Biologicals, Inc., 5800 Park of
Commerce Boulevard, N.W., Boca Raton, Florida 33487.
6. A copy of the Agreement and Plan of Merger will be furnished by
North American Biologicals, Inc., on request and without cost, to any
stockholder of either constituent corporation.
Effective November 29, 1995.
NORTH AMERICAN BIOLOGICALS, INC.
By: /s/ David J. Gury
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David J. Gury
President
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current
Report on Form 8-K and in the Prospectus constituting part of the Registration
Statements on Form S-8 (No. 33-42223), Form S-8 (No. 33-42224), Form S-8
(No. 33-05219), Form S-3 (No. 33-10148), Form S-3 (No. 33-24117), Form S-3
(No.33-75868) and Form S-8 (No. 33-60795) of North American Biologicals, Inc. of
our report dated February 10, 1995 appearing on page F-20 of its Registration
Statement on Form S-4 (No. 33-63497) dated October 18, 1995 relating to the
financial statements of Univax Biologics, Inc. as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Washington, D.C.
October 17, 1995
