UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 23, 2004
Escalon Medical Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-20127 33-0272839
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
575 East Swedesford Road, Suite 100, Wayne, PA 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-688-6830
N/A
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01. Completion of Acquisition or Disposition of Assets.
As of July 23, 2004, Escalon Medical Corp. (the "Company") acquired
approximately 67% of the outstanding ordinary shares of Drew Scientific Group
PLC, a United Kingdom company ("Drew"), pursuant to the Company's exchange offer
in which the Company offered 900,000 shares of the Company's common stock for
all of the outstanding ordinary shares of Drew. Each Drew stockholder,
therefore, has received or will receive 0.01010 shares of the Company's common
stock for each ordinary share of Drew owned by the stockholder. The closing
price of the Company's common stock on July 23, 2004 was $9.40 per share. As of
September 28, 2004, the Company had acquired approximately 94% of the
outstanding issued ordinary shares of Drew for the issuance of an aggregate of
approximately 843,000 shares of the Company's common stock. The Company has
instituted procedures established under United Kingdom law to acquire the
remaining Drew ordinary shares.
For purposes of the pro forma financial information included in this
report, the Company has assumed the issuance of 900,000 shares of the Company's
common stock for the acquisition of all of the outstanding ordinary shares of
Drew. The value of the Company's common stock of $8,181,000 was calculated by
multiplying the 900,000 shares by $9.09, which was the average closing price of
the Company's common stock for the five-day trading period beginning July 21,
2004 and ending July 27, 2004. The estimated acquisition-related costs of
$1,225,000 consist primarily of investment banking, legal and accounting fees
that are directly related to the acquisition of Drew. Therefore, the total
consideration for the acquisition of Drew has been valued preliminarily at
$16,147,000, which includes approximately $6,790,000 of assumed liabilities net
of $49,000 acquired cash.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Drew Scientific
Independent Auditors' Report
Consolidated Balance Sheet as of March 31, 2004
Consolidated Statement of Income for the Year Ended March 31, 2004
Consolidated Statement of Shareholders' Equity as of March 31, 2004
Consolidated Statement of Cash Flows for the Year Ended March 31, 2004
Notes to Consolidated Financial Statements for the Year Ended March 31, 2004
Independent Auditors' Report
Consolidated Balance Sheet as of March 31, 2003
Consolidated Statement of Income for the Year Ended March 31, 2003
Consolidated Statement of Shareholders' Equity as of March 31, 2003
Consolidated Statement of Cash Flows for the Year Ended March 31, 2003
Notes to Consolidated Financial Statements for the Year Ended March 31, 2003
(b) Unaudited Pro Forma Condensed Consolidated Financial
Statements.
Pro Forma Consolidated Balance Sheet as of June 30, 2004
Pro Forma Consolidated Statement of Operations for Twelve Months
Ended June 30, 2004
Pro Forma Notes to Consolidated Financial Statements for the Year
Ended June 30, 2004
(c) Exhibits.
The following is a list of exhibits filed as part of this 8-K/A.
23.1 Consent of Baker Tilly, independent auditors. (*)
23.2 Consent of Richard L. Weisheit, P.C., independent auditors.(*)
99.1 Financial Statements of Business Acquired. (*)
99.2 Pro Forma Financial Information. (*)
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* Filed herewith
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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.
ESCALON MEDICAL CORP.
Date: October 6, 2004 By: /s/ Richard J. DePiano
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Richard J. DePiano
Chairman and
Chief Executive Officer
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Exhibit Index.
23.1 Consent of Baker Tilly, independent auditors.
23.2 Consent of Richard L. Weisheit, P.C., independent auditors.
99.1 Financial Statements of Business Acquired.
99.2 Pro Forma Condensed Consolidated Financial Statement.
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