SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): MARCH 19, 2002
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INVERNESS MEDICAL INNOVATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-16789 04-3565120
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation) File Number) Identification No.)
51 SAWYER ROAD, SUITE 200, WALTHAM, MA 02453
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 647-3900
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Inverness Medical Innovations, Inc. (the "Company") hereby amends it
Current Report on Form 8-K, dated March 19, 2002, in order to file the financial
statements and pro forma financial information required by Item 7 of Form 8-K.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited consolidated financial statements of IVC
Industries, Inc. and Subsidiaries as of July 31, 2001 and
2000 and for each of the three years in the period ended
July 31, 2001 and unaudited condensed consolidated
financial statements of IVC Industries, Inc. and
Subsidiaries as of January 31, 2002 and for the six months
ended January 31, 2002 and 2001 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 year ended December 31, 2001 giving pro
forma effect to the Company's acquisitions of the Unipath
Division of Unilever Plc and IVC Industries, Inc. is
contained in Exhibit 99.9 attached hereto and is
incorporated herein by reference.
(c) Exhibits.
Exhibit No. Description
2.1* Amended and Restated Merger Agreement,
dated as of January 22, 2002, by and among
Inverness Medical Innovations, Inc.,
Nutritionals Acquisition Corporation and IVC
Industries, Inc.**
23.1 Consent of Amper Politziner & Mattia P.A.
99.8 Audited consolidated financial statements
of IVC Industries, Inc. and Subsidiaries as
of July 31, 2001 and 2000 and for each of
the three years in the period ended July 31,
2001 and unaudited condensed consolidated
financial statements of IVC Industries, Inc.
and Subsidiaries as of January 31, 2002 and
for the six months ended January 31, 2002
and 2001.
99.9 Unaudited pro forma financial information of
the Company as of and for the year ended
December 31, 2001 giving pro forma effect to
the Company's acquisitions of the Unipath
Division of Unilever Plc and IVC Industries,
Inc.
* 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.
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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.
INVERNESS MEDICAL INNOVATIONS, INC.
/s/ Duane L. James
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Duane L. James, Vice President of Finance
and Treasurer
Date: April 24, 2002
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EXHIBIT INDEX
Exhibit No. Description
2.1* Amended and Restated Merger Agreement, dated as of January 22,
2002, by and among Inverness Medical Innovations, Inc.,
Nutritionals Acquisition Corporation and IVC Industries,
Inc.**
23.1 Consent of Amper Politziner & Mattia P.A.
99.8 Audited consolidated financial statements of IVC Industries,
Inc. and Subsidiaries as of July 31, 2001 and 2000 and for
each of the three years in the period ended July 31, 2001 and
unaudited condensed consolidated financial statements of IVC
Industries, Inc. and Subsidiaries as of January 31, 2002 and
for the six months ended January 31, 2002 and 2001.
99.9 Unaudited pro forma financial information of the Company as of
and for the year ended December 31, 2001 giving pro forma
effect to the Company's acquisitions of the Unipath Division
of Unilever Plc and IVC Industries, Inc.
* 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.
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