Current Report Filing (8-k)
October 01 2014 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
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 (Date of earliest event reported) October 1, 2014
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
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MICHIGAN |
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0-17988 |
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38-2367843 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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620 Lesher Place Lansing, Michigan |
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48912 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code 517-372-9200
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition of Disposition of Assets
On October 1, 2014, Neogen Corporation (Company) issued a press release announcing that, effective Sept. 30, it had acquired all the
outstanding stock of BioLumix, Inc., an Ann Arbor, Mich.-based manufacturer and marketer of automated systems for the detection of microbial contaminants.
The BioLumix business will be consolidated with Neogens closely related Soleris® technology,
which is widely used for the detection of spoilage organisms in several food industries, as well as the nutraceutical market. The Soleris system was the first in the industry used for the detection of microbial contamination based upon an innovative
application of well-accepted classical microbiology. Revenues for BioLumix have fluctuated between $3-$5 million in the past few years. The business will be integrated into the Companys Food Safety segment.
A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation
language in the filing.
Item 9.01 Financial Statements and Exhibits
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99.1 |
Press Release dated October 1, 2014 |
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 hereunto duly authorized.
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NEOGEN CORPORATION
(Registrant) |
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Date: October 1,2014 |
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/s/ Steven J. Quinlan |
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Steven J. Quinlan |
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Vice President & CFO |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: |
Steven J. Quinlan |
Neogen acquires BioLumix
LANSING, Mich., Oct. 1, 2014 Neogen Corporation (NASDAQ: NEOG) announced today that, effective Sept. 30, it has acquired all the outstanding stock of
BioLumix, Inc., an Ann Arbor, Mich.-based manufacturer and marketer of automated systems for the detection of microbial contaminants.
The BioLumix
business will be consolidated with Neogens closely related Soleris® technology, which is widely used for the detection of spoilage organisms in several food industries, as well as the
nutraceutical market. The Soleris system was the first in the industry used for the detection of microbial contamination based upon an innovative application of well-accepted classical microbiology.
Combining of the Soleris and BioLumix technologies, market bases, and outstanding technical staffs will greatly enhance both businesses and offer
significant labor saving rapid solutions for the food, pharmaceutical, and personal care businesses, said James Herbert, Neogens chief executive officer and chairman. The combination also settles litigation of seven years between
the two companies, and benefits existing customers of both companies moving forward.
The BioLumix test platform includes an instrument where test
vials are incubated and automatically read for results, and an automatic system to alert users to sample results. The basic unit accommodates 32 different test vials at a time and can be combined in modules to accommodate up to 1,000 different
samples simultaneously.
Test vials are the consumable portion of the platform and contain growth media and indicators for a number of different
microorganisms. A sample is simply added to the vial, and the vial inserted into the instrument. BioLumix currently has 19 different microorganism tests. Specialized software shows test results as soon as detections occur, and avoids the need for
involvement from a hands-on operator. The software also creates and maintains all the necessary audit trails to comply with various government regulations.
Terms of the agreement were not disclosed.
Neogen Corporation
develops and markets products dedicated to food and animal safety. The companys Food Safety Division markets dehydrated culture media, and diagnostic test kits to detect foodborne bacteria, natural toxins, food allergens, drug residues, plant
diseases and sanitation concerns. Neogens Animal Safety Division is a leader in the development of animal genomics along with the manufacturing and distribution of a variety of animal healthcare products, including diagnostics,
pharmaceuticals, veterinary instruments, wound care and disinfectants.
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