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) May 9, 2007
Inverness Medical Innovations, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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001-16789
(Commission file number)
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04-3565120
(IRS Employer Identification No.) |
51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453
(Address of principal executive offices)
Registrant’s telephone number, including area code: (781) 647-3900
Not Applicable
(Former name or former address, if changed since last report)
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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: |
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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)) |
TABLE OF CONTENTS
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| ITEM 1.01 |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
| ITEM 2.03 |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
| ITEM 3.02 |
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UNREGISTERED SALES OF EQUITY SECURITIES |
On or about May 14, 2007, Inverness Medical Innovations, Inc. (the “Company”) sold $150
million principal amount of 3% convertible senior subordinated notes due 2016 (the “Notes”) in a
private placement to qualified institutional buyers (the “Investors” identified in the Schedule of
Investors included within Exhibit 99.1 hereto) pursuant to the terms of Securities Purchase
Agreements dated May 9, 2007 (the “Purchase Agreements”) substantially in the form appended to this
Current Report as Exhibit 99.1 and incorporated herein by reference. The Notes pay interest
semiannually at a rate of 3.00% per annum and are convertible to Company common stock at a
conversion price of approximately $52.30 per share, representing a 30% conversion premium based on
the closing price of $40.23 per share on May 9, 2007. At the initial conversion price, the Notes
are convertible into an aggregate 2,868,120 shares of common stock. The conversion price is
subject to adjustment one year from the date of sale if the 30 day volume-weighted average trading
price of Inverness common stock as of such date is lower than $40.23, subject to a floor of $40.23,
or from time to time in the event of stock splits, stock dividends, recapitalizations and other
similar events. The Notes may not be redeemed by the Company prior to their stated maturity. In
the event of certain fundamental changes, as defined in the Indenture, the Company may be required
to repurchase the Notes for cash at a price equal to 100% of the unconverted principal plus any
accrued but unpaid interest. The Notes are equal in right of payment to the Company’s outstanding
bonds and subordinate in right of payment to the the prior payment of the Company’s senior
indebtedness. The Notes contain customary events of default entitling the trustee or the holders
to declare all amounts owed pursuant to the Notes immediately payable if the Company violates
certain of its obligations.
The Notes were issued pursuant to an Indenture between the Company and U.S. Bank Trust
National Association (the “Trustee”) dated May 14, 2007, a copy of which is appended to this
Current Report as Exhibit 4.1 and incorporated herein by reference. The Company estimates that the
net proceeds from sale of the Notes will be approximately $146.3 million, after deducting estimated
discounts, commissions and expenses.
The Notes were offered and sold without registration under the Securities Act of 1933 in
reliance upon the exemption provided by Rule 506 of Regulation D. However, pursuant to the
Registration Rights Agreement dated May 14, 2007 between the Company and the Investors, a copy of
which is appended to this Current Report as Exhibit 99.2 and incorporated herein by reference, the
Company agreed to use commercially reasonable efforts to register the Notes and the shares of its
common stock issuable under the Notes with the Securities and Exchange Commission within 90 days.
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| ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS |
d) Exhibits. The following exhibit is filed with this document.
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| Exhibit |
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Description |
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*4.1
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Indenture, dated May 14, 2007, between the
Company and U.S Bank Trust National Association |
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*99.1
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Form of Securities Purchase Agreements
dated May 9, 2007 between the Company and the
Investor named therein |
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*99.2
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Registration Rights Agreement dated May 14,
2007, between the Company and the Investors |