SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
AMENDMENT
NO. 1
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Hemagen
Diagnostics, Inc.
(Name of
Subject Company (Issuer))
Hemagen
Diagnostics, Inc.
(Name of
Filing Person (Offeror))
|
8%
Senior Subordinated Secured
Convertible
Notes Due September 30, 2009
(Title
of Class of Securities)
|
None
(CUSIP
Number of Class of Securities)
|
F.
Mark Reuter, Esq.
Keating
Muething & Klekamp PLL
One
East Fourth Street
Suite
1400
Cincinnati,
Ohio 45202
(513)
579-6400
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Person)
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
|
Amount
of Filing Fee
|
|
$4,049,858.01
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|
$226
|
|
*
|
The
transaction valuation is estimated for purposes of calculating the amount
of the filing fee only. The transaction valuation assumes the
exchange of $4,049,858.01 in principal amount of the 8% Senior
Subordinated Secured Convertible Notes due 2009 (the “Outstanding Notes”)
that are subject to the Exchange
Offer.
|
|
q
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
Not
applicable.
|
|
Filing
Party:
|
Not
applicable.
|
|
Form
or Registration No.:
|
Not
applicable.
|
|
Date
Filed:
|
Not
applicable.
|
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
|
|
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|
|
o
|
Third-party
tender offer subject to Rule 14d-1.
|
|
x
|
Issuer
tender offer subject to Rule 13e-4.
|
|
o
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Going-private
transaction subject to Rule 13e-3.
|
|
o
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Amendment
to Schedule 13D under Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
þ
This
Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Statement”)
is being filed by Hemagen Diagnostics, Inc., a Delaware corporation (referred to
herein as “Hemagen”), pursuant to Section 13(e) of the Securities Exchange Act
of 1934 in connection with its offer to issue 8% Senior Subordinated Secured
Convertible Notes due 2014 (the “Modified Notes”) for $4,049,858.01 principal
amount of 8% Senior Subordinated Secured Convertible Notes due 2009 (the
“Outstanding Notes”), upon the terms and subject to the conditions set forth in
the Offering Memorandum, dated September 1, 2009 (the “Offering Memorandum”), a
copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of
Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which, as
they may be amended or supplemented from time to time, together constitute the
“Exchange Offer”). The information set forth in the Exchange Offer is
hereby incorporated by reference in response to all of the items of this
Statement except those items as to which information is specifically provided
herein. References below to “Items” refer to Items of Regulation
M-A.
Items
1-11.
The Offer
to Purchase is hereby amended and supplemented by adding the
following:
“The
tender offer expired at 12:00 midnight, New York City time, at the end of
Wednesday, September 30, 2009.
Holders
of Old Notes representing approximately 87% of the outstanding Old Notes had
been tendered and not withdrawn. Hemagen has accepted all Old Notes tendered in
the offer end exchanged such Old Notes for New Notes.
On
October 1, 2009, Purchaser issued a press release announcing the expiration of
the offer, the text of which is set forth as Exhibit (a)(10) hereto and is
incorporated by reference herein.”
Items
12.
Item 12
of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(10)
Text of Press Release issued on October 1, 2009.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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HEMAGEN
DIAGNOSTICS, INC.
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By:
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/s/ Catherine
Davidson
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Catherine
Davidson
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Chief
Financial Officer
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Dated:
October 2, 2009
Exhibit (a)(10)
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NEWS
BULLETIN
|
HEMAGEN
®
DIAGNOSTICS, INC.
9033
Red Branch Road, Columbia, MD 21045
|
|
AT THE
COMPANY
:
William
P. Hales, Chairman, President & CEO
(443)
367-5500 Tel.
(443)
367-5527 Fax
|
|
|
FOR
IMMEDIATE RELEASE
October
1, 2009
|
OTC
BB: HMGN.OB
|
HEMAGEN SUCCESSFULLY
COMPLETES ITS OFFER TO EXCHANGE 8% SENIOR
SUBORDINATED SECURED
CONVERTIBLE NOTES DUE SEPTEMBER 30, 2009
COLUMBIA,
MD – William P. Hales, Chairman, President and CEO, of Hemagen Diagnostics,
Inc., (OTC BB: HMGN.OB)(the “Company”) today announced the successful completion
of its Exchange Offer for $4,049,858.01 in principal amount
of
the outstanding 8% Senior Subordinated Secured Convertible Notes due September
30, 2009 (the “ Old Notes”). Those tendering in the Exchange Offer
received new 8% Senior Subordinated Secured Convertible Notes due September 30,
2014 (the “New Notes”) having the same principal amount as the Old Notes
tendered for exchange. The Exchange Offer expired on Wednesday
September 30, 2009, at Midnight and is effective as of that date. The
Company has accepted all Old Notes tendered for exchange.
The New
Notes will pay quarterly interest at the annual rate of 8%, are convertible by
the Note holder into the Company’s common stock at any time after September 30,
2009 at $0.35 per share, and mature on September 30, 2014. The New
Notes are subordinate to up to a $3 million credit facility, certain secured
financing greater than $2 million, real estate financing obtained for the
purchase of a corporate facility and up to $4 million secured financing for
business acquisitions. The Company may force conversion of the New
Notes at any time after September 30, 2009 if the Company’s common stock has
traded at or above $0.70 for fifteen consecutive trading days and the Company
may prepay the New Notes at any time at the full face value of the New Notes
plus any accrued and unpaid interest.
Mr. Hales
commented that “we are very pleased to announce the completion of the Exchange
Offer, which shows strong support for our restructuring from our long-term Note
holders, and we recognize and appreciate the cooperation, faith, and trust our
Note holders have placed in the prospects of the Company by electing to accept
this exchange offer. We believe that this debt restructuring will
benefit both the shareholders and the Note holders of the Company because it
helps to re-establish the Company’s balance sheet by returning the debt to long
term, and because it removes uncertainty related to the short-term maturity of
the Old Notes.
Hemagen
Diagnostics, Inc., is a biotechnology company that develops, manufactures, and
markets approximately 68 FDA-cleared proprietary medical diagnostic test kits
used to aid in the diagnosis of certain autoimmune and infectious
diseases. Hemagen’s mission is to produce the highest quality
diagnostics in user-friendly formats at the best prices and to distinguish
itself as the customer focused, high quality, manufacturer of
choice. The Company produces high quality diagnostic products in many
different formats, all designed to meet the changing needs of today’s
laboratory.
In the
United States, Hemagen sells its products directly to physicians, veterinarians,
clinical laboratories, and blood banks and on a private-label basis through
multinational distributors of medical products. Internationally, the
Company sells its products primarily through an extensive distributor
network. Hemagen has two different product lines, the Virgo® line and
the Analyst® line. The VIRGO® product line consist of various
diagnostic test kits that are used to aid in the diagnosis of certain autoimmune
and infectious diseases, using ELISA, Immunoflourescence, and hemagglutination
technology. The Analyst® product line is an FDA-cleared Benchtop
Clinical Chemistry Analyzer System, including consumables that are used to
measure important constituents in
human and
animal blood. The Virgo product-line is marketed directly to
reference laboratories, hospitals, and universities in the United States, among
others and internationally. There are over 30 distributors that
market the Virgo® product line. Hemagen also markets the Virgo® product line in
South America through its wholly-owned subsidiary Hemagen Diagnosticos Comercio,
Importacao Exportacao, Ltd. (HDC), a Brazilian limited liability
company. The Company was incorporated in 1985 and became a public
company in 1993.
This News
Bulletin is neither an offer to purchase nor a solicitation of an offer to sell
securities of Hemagen Diagnostics, Inc. The exchange offer will be
made only through and upon the terms and conditions described in Hemagen
Diagnostics, Inc’s, Offering Memorandum dated September 1, 2009, and related
letter of transmittal. Hemagen has filed a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission. The Tender
Offer Statement (including an offering circular, a related letter of transmittal
and other offering documents) contains important information that should be read
carefully before any decision is made with respect to the offer. The
offering circular, the related letter of transmittal and certain other documents
are being sent to all holders of Hemagen, Outstanding Notes, at no expense to
them. The Tender Offer Statement (including the offering circular,
the related letter of transmittal and all other documents filed with the
Securities and Exchange Commission) are available at no charge at the Securities
and Exchange Commission website at
http://sec.gov
or
from Hemagen at
cdavidson@hemagen.com
.
Investors
may also contact Mr. Hales, or Ms. Davidson at Hemagen Diagnostics, Inc., to
obtain information about the exchange offer, including copies of the offering
circular and related documents.
Certain
statements contained in this News Bulletin that are not historical facts
constitute forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, and are intended to be covered by the
safe harbors created by that Act. Forward looking statements may be identified
by words such as “estimates”, “anticipates”, “projects”, “plans”, “expects”,
“intends”, “believes”, “should” and similar expressions or the negative versions
thereof and by the context in which they are used. Such statements, whether
express or implied, are based on current expectations of the company and speak
only as of the date made. Reliance should not be placed on forward-looking
statements because they involve known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to differ
materially from those expressed or implied. Hemagen undertakes no obligation to
update any forward-looking statements as a result of new information or to
reflect events or circumstances after the date on which they are made or
otherwise.
Statements
concerning the establishments of reserves and adjustments for dated and obsolete
products, expected financial performance, on-going business strategies and
possible future action which Hemagen intends to pursue to achieve strategic
objectives constitute forward-looking information. All forward looking
statements, including those relating to the sufficiency of such charges,
implementation of strategies and the achievement of financial performance are
each subject to numerous conditions, uncertainties, risks and other factors.
Factors which could cause actual performance to differ materially from these
forward-looking statements, include, without limitation, management’s analysis
of Hemagen’s assets, liabilities and operations, the failure to sell
date–sensitive inventory prior to its expiration, competition, new product
development by competitors which could render particular products obsolete, the
inability to develop or acquire and successfully introduce new products or
improvements of existing products, recessionary pressures on the economy and the
markets in which our customers operate, costs and difficulties in complying with
the laws and regulations administered by the United States Food and Drug
Administration, changes in the relative strength of the U.S. dollar and
Brazilian Reals, unfavorable political or economic developments in Brazilian
operations, the ability to assimilate successfully product acquisitions and
other factors disclosed in our reports on Forms 10-KSB, 10-Q and 8-K filed with
the SEC.
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