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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 19, 2010
QUIDEL CORPORATION
(Exact name of Registrant as specified in its Charter)
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Delaware
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0-10961
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94-2573850 |
(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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10165 McKellar Court |
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San Diego, California
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92121 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (858) 552-1100
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
This Form 8-K/A amends the Current Report on Form 8-K, filed on February 19, 2010, of
Quidel Corporation (Quidel or the Company) reporting the completion of its acquisition of
Diagnostic Hybrids, Inc. (DHI). The sole purpose of this amendment is to provide the historical
financial statements of DHI required by Item 9.01(a) and the unaudited pro forma financial
information required by Item 9.01(b).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited Balance Sheets of DHI as of December 31, 2009 and 2008 and the related
audited Statements of Operations, Statements of Shareholders Equity, and Statements of
Cash Flows for the years ended December 31, 2009, 2008 and 2007 are filed as Exhibit 99.1 to this
amendment.
(b) Pro Forma Financial Information.
The unaudited Pro Forma Combined Condensed Balance Sheet of Quidel and DHI at December 31,
2009 and the unaudited Pro Forma Combined Condensed Statement of Income for the year ended December
31, 2009 are filed as Exhibit 99.2 to this amendment.
(d) Exhibits:
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Exhibit |
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Number |
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Description of Exhibit |
23.1
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Consent of Independent Registered Public Accounting Firm. |
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99.1
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Audited Balance Sheets of Diagnostic Hybrids,
Inc. as of December 31, 2009 and 2008 and the related
audited Statements of Operations, Statements of
Shareholders Equity, and Statements of Cash Flows for the
years ended December 31, 2009, 2008 and 2007. |
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99.2
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Unaudited Pro Forma Combined Condensed Balance Sheet of
Quidel Corporation and Diagnostic Hybrids, Inc. at December
31, 2009, and the Unaudited Pro Forma Combined Condensed
Statement of Income for the year ended December 31, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 22, 2010
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QUIDEL CORPORATION |
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By:
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/s/ John M. Radak
Name: John M. Radak
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Its: Chief Financial Officer, |
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(Principal Financial Officer and
Accounting Officer) |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
23.1
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Consent of Independent Registered Public Accounting Firm. |
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99.1
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Audited Balance Sheets of Diagnostic Hybrids,
Inc. as of December 31, 2009 and 2008 and the related
audited Statements of Operations, Statements of
Shareholders Equity, and Statements of Cash Flows for the
years ended December 31, 2009, 2008 and 2007. |
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99.2
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Unaudited Pro Forma Combined Condensed Balance Sheet of
Quidel Corporation and Diagnostic Hybrids, Inc. at December
31, 2009, and the Unaudited Pro Forma Combined Condensed
Statement of Income for the year ended December 31, 2009. |