SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): DECEMBER 20, 2001
INVERNESS MEDICAL INNOVATIONS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 001-16789 04-3565120
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
51SAWYER ROAD, SUITE 200, WALTHAM, MASSACHUSETTS 02453
(Address of principal executive offices) (Zip code)
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(781) 647-3900
(Registrant's telephone number, including area code)
Inverness Medical Innovations, Inc. (the "Company") hereby amends its
Current Report on Form 8-K, dated December 20, 2001, as amended, in order to
file an unredacted version of Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Audited combined financial statements of the Unipath Division
of Unilever Plc as of November 30, 2001 and December 31, 2000
and for the eleven months ended November 30, 2001 and the
years ended December 31, 2000 and 1999 are contained in
Exhibit 99.8 attached hereto and are incorporated herein by
reference.
(b) PRO FORMA FINANCIAL INFORMATION.
Unaudited pro forma financial information of the Company as of
and for the eleven months ended November 30, 2001 giving pro
forma effect to the Company's acquisition of the Unipath
Division of Unilever Plc is contained in Exhibit 99.9 attached
hereto and is incorporated herein by reference.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Sale Agreement, dated December 20, 2001,
between the Company and Unilever U.K.
Holdings Limited.*
++23.1 Consent of Arthur Andersen LLP.
++99.1 Stock Purchase Agreement, dated as of
December 14, 2001, between the Company and
the investors named therein.
++99.2 Certificate of Designation, Preferences and
Rights of Series A Convertible Preferred
Stock of the Company.
++99.3 Note and Warrant Purchase Agreement, dated
as of December 14, 2001, between the Company
and the investors named therein (the "Note
and Warrant Purchase Agreement").
++99.4 Form of Subordinated Promissory Note issued
pursuant to the Note and Warrant Purchase
Agreement.
++99.5 Form of Warrant issued pursuant to the Note
and Warrant Purchase Agreement.
++99.6 Credit Agreement, dated December 20, 2001,
between the Company, Inverness Medical
Switzerland GmbH, the Banks listed on
Schedule 1 thereto, The Royal Bank of
Scotland plc, as
Facility Agent, The Royal Bank of Scotland
plc, as Issuing Bank, The Royal Bank of
Scotland plc, as Overdraft Bank, and The
Royal Bank of Scotland plc, as Lead
Arranger.
++99.7 Mezzanine Loan Agreement, dated December 20,
2001, between the Company, Inverness Medical
Switzerland GmbH, the Lenders listed on
Schedule 1 thereto, RBS Mezzanine Limited,
as Facility Agent, and RBS Mezzanine
Limited, as Lead Arranger.
++99.8 Audited combined financial statements of the
Unipath Division of Unilever Plc as of
November 30, 2001 and December 31, 2000 and
for the eleven months ended November 30,
2001 and the years ended December 31, 2000
and 1999.
++99.9 Unaudited pro forma financial information of
the Company as of and for the eleven months
ended November 30, 2001 giving pro forma
effect to the Company's acquisition of the
Unipath Division of Unilever Plc.
++ Previously filed.
* The Company agrees to furnish supplementally
to the Securities and Exchange Commission
(the "Commission") a copy of any omitted
schedule or exhibit to this agreement upon
request by the Commission.
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 thereunto duly authorized.
INVERNESS MEDICAL INNOVATIONS, INC.
Date: May 6, 2002 By: /s/ Duane L. James
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Duane L. James
Vice President of Finance and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Sale Agreement, dated December 20, 2001, between the
Company and Unilever U.K. Holdings Limited.*
++23.1 Consent of Arthur Andersen LLP.
++99.1 Stock Purchase Agreement, dated as of December 14,
2001, between the Company and the investors named
therein.
++99.2 Certificate of Designation, Preferences and Rights of
Series A Convertible Preferred Stock of the Company.
++99.3 Note and Warrant Purchase Agreement, dated as of
December 14, 2001, between the Company and the
investors named therein (the "Note and Warrant
Purchase Agreement").
++99.4 Form of Subordinated Promissory Note issued pursuant
to the Note and Warrant Purchase Agreement.
++99.5 Form of Warrant issued pursuant to the Note and
Warrant Purchase Agreement.
++99.6 Credit Agreement, dated December 20, 2001, between
the Company, Inverness Medical Switzerland GmbH, the
Banks listed on Schedule 1 thereto, The Royal Bank of
Scotland plc, as Facility Agent, The Royal Bank of
Scotland plc, as Issuing Bank, The Royal Bank of
Scotland plc, as Overdraft Bank, and The Royal Bank
of Scotland plc, as Lead Arranger.
++99.7 Mezzanine Loan Agreement, dated December 20, 2001,
between the Company, Inverness Medical Switzerland
GmbH, the Lenders listed on Schedule 1 thereto, RBS
Mezzanine Limited, as Facility Agent, and RBS
Mezzanine Limited, as Lead Arranger.
++99.8 Audited combined financial statements of the Unipath
Division of Unilever Plc as of November 30, 2001 and
December 31, 2000 and for the eleven months ended
November 30, 2001 and the years ended December 31,
2000 and 1999.
++99.9 Unaudited pro forma financial information of the
Company as of and for the eleven months ended
November 30, 2001 giving pro forma effect to the
Company's acquisition of the Unipath Division of
Unilever Plc.
++ Previously filed.
* The Company agrees to furnish supplementally to the
Commission a copy of any omitted schedule or exhibit
to this agreement upon request by the Commission.