-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NmHMX21zu96gBbWBITT5i/witJVgKl4xgQgb7dHK/juesTDkGuXQuEnfXj6VIUbd o2HCNRnlUKPiojeHPej5fw== 0000916641-99-000939.txt : 19991207 0000916641-99-000939.hdr.sgml : 19991207 ACCESSION NUMBER: 0000916641-99-000939 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991206 GROUP MEMBERS: CLINICAL CHEMISTRY HOLDINGS GROUP MEMBERS: KIRK RANDAL J SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVITRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000716646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042573920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39041 FILM NUMBER: 99769594 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6172619933 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL DATA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 MAIL ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 SC 13D 1 NOVITRON INTERNATIONAL, INC. SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NOVITRON INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, $.01 par value per share (Title of class of securities) 670088103 (CUSIP NUMBER) Third Security, LLC The Governor Tyler 1902 Downey Street Radford, Virginia 24141 Attention: Marcus E. Smith, Esq. Telephone No.: 540-731-3344 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: John Owen Gwathmey, Esq. Hunton & Williams Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 November 26, 1999 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 1 of 21 Pages - ------------------------------------------------------ ------------------------------------------------ 13D CUSIP NO. 670088103 PAGE 2 OF 21 PAGES - ------------------------------------------------------ ------------------------------------------------
- ---------- ---------------------------------------------------------------------------------------------------------- -------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Randal J. Kirk S.S. No.: ###-##-#### - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 3 SEC USE ONLY - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 4 SOURCE OF FUNDS* PF - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ------------------------------- --------- --------------------------------------------------------------------------- -------------- 7 SOLE VOTING POWER NUMBER OF --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 371,233 --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 371,233 - ------------------------------- --------- --------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,233 - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |-| - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 14 TYPE OF REPORTING PERSON* IN - ---------- ---------------------------------------------------------------------------------------------------------- --------------
- ------------------------------------------------------ ------------------------------------------------ 13D CUSIP NO. 670088103 PAGE 3 OF 21 PAGES - ------------------------------------------------------ ------------------------------------------------
- ---------- ---------------------------------------------------------------------------------------------------------- -------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Clinical Chemistry Holdings, Inc. I.R.S. Identification No.: 52-2202556 - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 3 SEC USE ONLY - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 4 SOURCE OF FUNDS* WC - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------- ---------------------------------------------------------------------------------------------------------- -------------- - ------------------------------- --------- --------------------------------------------------------------------------- -------------- 7 SOLE VOTING POWER NUMBER OF --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 371,233 --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING --------- --------------------------------------------------------------------------- --------- --------------------------------------------------------------------------- -------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 371,233 - ------------------------------- --------- --------------------------------------------------------------------------- -------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,233 - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |-| - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.8% - ---------- ---------------------------------------------------------------------------------------------------------- - ---------- ---------------------------------------------------------------------------------------------------------- -------------- 14 TYPE OF REPORTING PERSON* CO - ---------- ---------------------------------------------------------------------------------------------------------- --------------
Item 1. Security and Issuer. The class of equity securities to which this statement relates is the Common Stock, par value $.01 per share (the "Common Stock"), of Novitron International, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at One Gateway Center, Suite 411, Newton, Massachusetts 02158. Item 2. Identity and Background. (a)-(c) This statement is being filed on behalf of Mr. Randal J. Kirk and Clinical Chemistry Holdings, Inc., a Delaware corporation that is controlled by Mr. Kirk ("CCH" and, together with Mr. Kirk, the "Reporting Persons"). The principal occupation/employment of Mr. Kirk is investor. The business address of Mr. Kirk is c/o Third Security, LLC, The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141. CCH is a holding company for a variety of clinical chemistry-related businesses, including its wholly-owned subsidiaries Landmark Scientific, Inc. and Landmark Export Corporation. The address of CCH's principal business and office is 101-B Creekridge Road, Greensboro, North Carolina 27406. The name, address and present principal occupation of each of the directors and executive officers of CCH are set forth in Appendix A attached hereto. (d)-(e) During the last five years, none of the Reporting Persons or, to the best of the Reporting Persons' knowledge, any of the directors or executive officers of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Kirk is a citizen of the United States. Except as provided in Appendix A attached hereto, each director and executive officer of CCH is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons used an aggregate of approximately $1,053,457 in cash to purchase the shares of Common Stock reported in Item 5(a) hereof. Mr. Kirk used approximately $152,286 of personal funds to purchase 70,000 shares of Common Stock. On November 9, 1999, Mr. Kirk transferred these 70,000 shares to CCH in exchange for shares of preferred stock of CCH in a transaction valued at $175,000, which amount reflected the fair value of the shares of Common Stock on that date. CCH used approximately $901,171 of working capital to purchase the remaining 301,233 shares of Common Stock. Page 4 of 21 Pages Item 4. Purpose of Transaction. The Reporting Persons' purpose in purchasing the Common Stock reported in Item 5(a) hereof is for investment purposes and as described in the following paragraph. The Reporting Persons, or any of them, may purchase additional shares of Common Stock from time to time, either in the open market or in privately negotiated transactions. Any decision of the Reporting Persons to increase their holdings in Common Stock will depend, however, on numerous factors, including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of the Issuer, other business and investment alternatives of the Reporting Persons and general economic and market conditions. At any time, the Reporting Persons, or any of them, may determine to dispose of some or all of their holdings of Common Stock depending on those and other considerations. Except as set forth above, none of the Reporting Persons has any plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. CCH may formulate plans or proposals with respect to one or more of the foregoing in the future. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock to which this statement relates is 371,233 shares, representing 25.8% of the 1,439,925 shares outstanding as reported by the Issuer on November 12, 1999 in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 (the most recent available filing by the Issuer with the Securities and Exchange Commission). CCH beneficially owns all of the shares to which this statement relates, and Mr. Kirk is deemed to have beneficial ownership of the shares owned by CCH. (b) Each of the Reporting Persons has, together with the other Reporting Person, the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the shares of Common Stock reported by it or him in Item 5(a) hereof. Page 5 of 21 Pages (c) Appendix B attached hereto lists all transactions in shares of Common Stock by the Reporting Persons that were effected during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On November 12, 1999, Mr. Kirk, CCH and Albert Investment Strategies, Inc. ("Albert") entered into a letter agreement (as subsequently amended by letter agreements dated November 24, 1999, November 26, 1999 and December 2, 1999, the "Agreement") pursuant to which CCH agreed to purchase from Albert, and Albert agreed to sell to CCH, 185,533 shares of Common Stock owned by Albert and various accounts over which Albert had dispositive power for the aggregate price of $556,599 ($3.00 per share). The purchase and sale was consummated pursuant to the terms and conditions of the Agreement on November 26, 1999. The Agreement provides that if, on or prior to November 26, 2001, Mr. Kirk, CCH or any of his or its affiliates (collectively, the "CCH Group") acquires more than 51% of the then outstanding voting securities of the Issuer pursuant to a tender offer, an exchange offer, private purchases or a merger or other business combination of the Issuer with any member of the CCH Group (a "Realization Event"), then Mr. Kirk and CCH agree to pay to Albert within 10 days of the Realization Event an amount equal to the product of 185,533 and the difference between the per share price paid in connection with the Realization Event and $3.00. The Agreement also provides that, except with respect to the continued beneficial ownership or the sale of shares of Common Stock held by Albert and its affiliates on November 29, 1999 immediately following the consummation of the transaction contemplated by the Agreement, neither Albert nor any of its affiliates will purchase, beneficially own or control any shares of Common Stock or otherwise trade in, or with respect to, the Common Stock through and including November 26, 2001. Item 7. Material to be Filed as Exhibits. The following documents are being filed as exhibits to this Statement and are each incorporated herein by reference: Exhibit 6.1 Letter agreement, dated November 12, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 6.2 Letter agreement, dated November 24, 1999, by and among Albert Investment Strategies, inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Page 6 of 21 Pages Exhibit 6.3 Letter agreement, dated November 26, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 6.4 Letter agreement, dated December 2, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 7 Joint Filing Agreement. Page 7 of 21 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: December 6, 1999 /s/ Randal J. Kirk ------------------------------------------ Randal J. Kirk Date: December 6, 1999 CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Audrey Ho Ping Ting -------------------------------------- Audrey Ho Ping Ting President and Chief Executive Officer Page 8 of 21 Pages Appendix A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF CCH The following tables set forth the name, business address, principal occupation and material positions held within the past five years of each director and executive officer of CCH. Each person has a business address at 101-B Creekridge Road, Greensboro, North Carolina 27406, and is a citizen of the United States unless a different business address or citizenship is indicated under his or her name.
PRINCIPAL OCCUPATION OR NAME AND CITIZENSHIP OFFICE(S) EMPLOYMENT DURING THE LAST FIVE YEARS - -------------------------- ------------------------------------ ---------------------------------------------------- Randal J. Kirk Director and Chairman Chairman, Lotus Biochemical Corporation* (since The Governor Tyler 1996); Manager, New River Management Company, 1902 Downey Street L.L.C.* (since 1996); Managing Director, Third Radford, VA 24141 Security, LLC (since 1999); Chairman, BCCX, Inc.* (since 1998); Manager, Clinical Chemistry Holdings, Inc.* (since 1999); Manager, SFR, LLC (since 1998); Chairman, Biopop Integration Group, Inc. (since 1999); Manager, Zhong Mei, LLC (since 1999); Manager, JK, L.L.C (since 1994); Manager, Kirkfield, L.L.C. (since 1994); Joint Account Holder, Kirk Family Investment Plan (since 1998); former Chairman, General Injectables & Vaccines, Inc.* (1994-1998); former Chairman and CEO, Biological & Popular Culture, Inc.* (1995 to 1998). Audrey Ho Ping Ting Director, President and Chief President and CEO, Clinical Chemistry Holdings, Citizenship: Singapore Executive Officer Inc. (since 1999); Managing Director, Third Security, LLC (since 1999); CEO, Third Security Asia Pte (since 1997); former Vice President, Business Development, Lotus Biochemical (Bermuda) Ltd. (1996-1997); former Strategic Development Manager, Mount Elizabeth Hospital Pte Ltd, Singapore (1995-1996). Marcus E. Smith Director and Secretary Managing Director, Third Security, LLC; Director, The Governor Tyler Lotus Biochemical Corporation, BCCX, Inc., 1902 Downey Street Clinical Chemistry Holding, Inc., Biopop Radford, VA 24141 Integration Group, Inc. and subsidiaries and affiliates; Manager, SFR, LLC; Former Senior Vice President, General Counsel, Secretary, and Director, Biological and Popular Culture, Inc., and its subsidiaries and affiliates (through 1998).
Page 9 of 21 Pages
PRINCIPAL OCCUPATION OR NAME AND CITIZENSHIP OFFICE(S) EMPLOYMENT DURING THE LAST FIVE YEARS - -------------------------- ------------------------------------ ---------------------------------------------------- Dixon D. Low Director Managing Director, Third Security, LLC; Director, The Governor Tyler Lotus Biochemical Corporation; BCCX, Inc.; 1902 Downey Street Clinical Chemistry Holding, Inc.; Biopop Radford, VA 24141 Integration Group, Inc.; and subsidiaries and affiliates; Manager, SFR, LLC; former Director of Taxation, Biological & Popular Culture, Inc. (1998); former Managing Director, Fariss, Feldmann & Co., Investment Bankers (1997-1998); former Senior Vice President, Chief Financial Officer, and Director, Biological and Popular Culture, Inc., and its subsidiaries and affiliates (1995-1997); former Director, Tax Practice, KPMG LLP (through 1995). Ronald W. Buchanan Director President, BCCX, Inc. (including subsidiaries/affiliates) (since 1998); President, BioClinical Concepts, Inc. (since 1995); former Vice President, Laboratory Markets, Biological & Popular Culture, Inc. (1998); former Vice President, Business Development, General Injectables & Vaccines, Inc. (1996); former Associate Vice President, New Business Development, Roche Biomedical Laboratories (LabCorp) (1989-1996). Ronald Poe Vice President, Sales and Marketing Vice President, Sales and Marketing, Clinical Chemistry Holdings, Inc.; former Vice President, Sales and Director of Sales, Landmark Scientific, Inc. (1988-1999).
* Mr. Kirk is/was a director and officer of this entity and its subsidiaries and affiliates. Page 10 of 21 Pages Appendix B TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS*
Shares Purchased Average Price Reporting Person Date (Sold) Per Share** - ------------------------------- ---------------------------- ---------------------------- ---------------------------- Mr. Kirk 10/7/99 1,000 $2.36 Mr. Kirk 10/8/99 800 $2.31 Mr. Kirk 10/12/99 6,200 $2.38 Mr. Kirk 10/13/99 4,500 $2.50 Mr. Kirk 10/14/99 3,500 $2.54 Mr. Kirk 10/15/99 1,500 $2.63 Mr. Kirk 10/19/99 8,000 $2.69 Mr. Kirk 10/21/99 4,000 $2.69 Mr. Kirk 10/25/99 5,000 $2.75 Mr. Kirk 11/9/99 (70,000)*** $2.50 CCH 11/9/99 70,000*** $2.50 CCH 11/26/99 35,800 $2.87 CCH 11/26/99 185,533**** $3.00 CCH 11/29/99 8,600 $2.98 CCH 12/1/99 9,500 $3.00 CCH 12/2/99 56,500 $3.00 CCH 12/3/33 5,300 $3.00
* Unless otherwise indicated, all transactions were effected on the Nasdaq. ** Price excludes commission. *** Contribution to the capital of CCH by Mr. Kirk in exchange for shares of preferred stock of CCH. **** Privately negotiated agreement to purchase shares pursuant to a letter agreement, dated November 12, 1999 (as amended by letter agreements dated November 24, 1999, November 26, 1999 and December 2, 1999), by and among Albert Investment Strategies, Inc., CCH and Mr. Kirk. Page 11 of 21 Pages EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- Exhibit 6.1 Letter agreement, dated November 12, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 6.2 Letter agreement, dated November 24, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 6.3 Letter agreement, dated November 26, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 6.4 Letter agreement, dated December 2, 1999, by and among Albert Investment Strategies, Inc., Clinical Chemistry Holdings, Inc. and Randal J. Kirk. Exhibit 7 Joint Filing Agreement.
Page 12 of 21 Pages EX-6 2 EXHIBIT 6.1 EXHIBIT 6.1 November 12, 1999 Mr. Randal J. Kirk Chairman Clinical Chemistry Holdings, Inc. 7335 Lee Highway Radford, VA 24141 Dear Mr. Kirk: This letter shall represent our legally binding agreement as follows: 1. Effective November 12, 1999 (the "Effective Date"), Albert Investment Strategies, Inc. ("Albert") shall transfer to Clinical Chemistry Holdings, Inc. ("CCH"), all of the Common Stock of Novitron International, Inc. ("Novitron") that is held by Albert and various accounts over which Albert has dispositive power ("Shares"), which Shares total approximately 246,326. Such transfer shall be effected as follows: (a) Albert shall place an all or none limit sell order for the Shares at $3.00 per Share; and (b) CCH shall place an all or none limit buy order at $3.00 per share for the number of shares of Common Stock of Novitron equal to the Shares. "Closing" shall have occurred upon the completion of such transfer in the manner described above in this paragraph. Upon Closing, paragraphs two, four, and five of this letter shall be effective as of the Effective Date. 2. Both CCH and Randal Kirk, in his individual capacity, jointly and severally agree that if there is a Realization Event (as defined herein) within a period of two (2) years from the Effective Date, that they shall cause to be paid to Albert, within ten (10) days of the Realization Event, an amount equal to the product of the number of Shares transferred under this Agreement and the difference between (i) the per share price in connection with the Realization Event if such per share price is greater than $3.00 and (ii) $3.00 per share. The term "Realization Event" shall meant the acquisition of additional shares of Common Stock of Novitron by CCH, Randal J. Kirk, or any entity affiliated with CCH or Randal J Kirk (collectively, "CCH Group") during such two (2) year period sufficient to give the CCH Group control over fifty-one percent (51%) of the then outstanding voting securities of Novitron pursuant to (i) a tender offer, Page 13 of 21 Pages (ii) an exchange offer, (iii) one or more private purchases of additional shares during such two-year period from one or more shareholders by the CCH Group, or (iv) a merger or combination of Novitron with the CCH Group. In the event that any portion of the consideration paid or received in connection with a Realization Event shall not be entirely in cash, such non-cash portion shall be valued at its market price on the date of the Realization Event or on such other reasonable basis as the parties shall agree for purposes of determining the per Share price in connection with the Realization Event. CCH and Kirby hereby agree to furnish prompt written notice to Albert upon the occurrence of a Realization Event. 3. This agreement has been duly authorized by each of the parties and constitutes a valid and binding agreement. This Agreement shall be construed under the laws of the State of Florida and the parties consent to jurisdiction in the Federal and state courts of the State of Florida. This Agreement may be executed in several counterparts, each of which shall constitute an original, but all counterparts shall constitute but one and the same Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may be executed by facsimile signature. 4. Albert agrees that neither Albert nor any of its affiliates will purchase, beneficially own or control any shares of Common Stock of Novitron or otherwise trade in, or with respect to, the Common Stock of Novitron for a period of two (2) years from the Effective Date. 5. Albert hereby represents and warrants to CCH that (i) Albert is not an "affiliate" of Novitron as defined in Rule 144 under the Securities Act of 1933, as amended ("Rule 144"), (ii) the Shares are not "restricted securities" as defined in Rule 144, and (iii) upon payment for the Shares. CCH will acquire good and valid title to the Shares, free and clear of all liens, claims, and encumbrances. If you are in agreement with the above, please execute this Agreement and return a signed copy to the undersigned at the address indicated above. ALBERT INVESTMENT STRATEGIES, INC. By: /s/ Ira Albert ------------------------------- Ira Albert, President CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Randal J. Kirk ------------------------------- Randal J. Kirk, Chairman /s/ Randal J. Kirk ---------------------------------- Randal J. Kirk, Individually Page 14 of 21 Pages EX-6 3 EXHIBIT 6.2 EXHIBIT 6.2 November 24, 1999 Mr. Randal J. Kirk Chairman Clinical Chemistry Holdings, Inc. 7335 Lee Highway Radford, VA 24141 Dear Mr. Kirk: The letter agreement between Albert Investment Strategies, Inc. ("Albert"), Clinical Chemistry Holdings, Inc. ("CCH"), and Randal J. Kirk, dated November 12, 1999 ("Letter Agreement"), is modified and amended by the deletion of the first numbered paragraph thereof and the insertion of the following in its place: 1. Effective November 24, 1999 (the "Effective Date"), Albert Investment Strategies, Inc. ("Albert") shall transfer to Clinical Chemistry Holdings, Inc. ("CCH"), and CCH shall purchase from Albert, on an all or none basis, 185,533 shares of Common Stock of Novitron International, Inc. ("Novitron") held by Albert and various accounts over which Albert has dispositive power ("Shares"). The total consideration to be paid by CCH to Albert for the transfer of the Shares shall be Five Hundred Fifty-six Thousand Five Hundred Ninety-nine Dollars ($556,599.00), which is calculated on the basis of $3.00 per Share. Payment shall be made upon delivery of the Shares to the broker designated by CCH. "Closing shall have occurred upon completion of the delivery of the Shares and the payment therefor as described above. Upon Closing, paragraphs two, four, and five of this letter shall be effective as of the Effective Date. Except as modified and amended in this letter, the Letter Agreement shall remain in full force and effect. If you are in agreement with the above, please execute this amendment to the Letter Agreement and return a signed copy to the undersigned at the address indicated above. ALBERT INVESTMENT STRATEGIES, INC. By: /s/ Ira Albert --------------------------------- Ira Albert, President Page 15 of 21 Pages CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Randal J. Kirk --------------------------------- Randal J. Kirk, Chairman /s/ Randal J. Kirk --------------------------------- Randal J. Kirk, Individually Page 16 of 21 Pages EX-6 4 EXHIBIT 6.3 EXHIBIT 6.3 November 26, 1999 Mr. Randal J. Kirk Chairman Clinical Chemistry Holdings, Inc. 7335 Lee Highway Radford, VA 24141 Dear Mr. Kirk: The letter agreement between Albert Investment Strategies, Inc. ("Albert"), Clinical Chemistry Holdings, Inc. ("CCH"), and Randal J. Kirk, dated November 12, 1999, and amended by letter dated November 24, 1999 ("Letter Agreement"), is modified and amended by the deletion of the first numbered paragraph thereof and the insertion of the following in its place: 1. Effective November 26, 1999 (the "Effective Date"), Albert Investment Strategies, Inc. ("Albert") shall transfer to Clinical Chemistry Holdings, Inc. ("CCH"), and CCH shall purchase from Albert, on an all or none basis, 185,533 shares of Common Stock of Novitron International, Inc. ("Novitron") held by Albert and various accounts over which Albert has dispositive power ("Shares"). The total consideration to be paid by CCH to Albert for the transfer of the Shares shall be Five Hundred Fifty-six Thousand Five Hundred Ninety-nine Dollars ($556,599.00), which is calculated on the basis of $3.00 per Share. Payment shall be made upon delivery of the Shares to the broker designated by CCH. "Closing shall have occurred upon completion of the delivery of the Shares and the payment therefor as described above. Upon Closing, paragraphs two, four, and five of this letter shall be effective as of the Effective Date. Except as modified and amended in this letter, the Letter Agreement shall remain in full force and effect. If you are in agreement with the above, please execute this amendment to the Letter Agreement and return a signed copy to the undersigned at the address indicated above. ALBERT INVESTMENT STRATEGIES, INC. By: /s/ Ira Albert ----------------------------- Ira Albert, President Page 17 of 21 Pages CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Randal J. Kirk ------------------------------- Randal J. Kirk, Chairman /s/ Randal J. Kirk --------------------------------- Randal J. Kirk, Individually Page 18 of 21 Pages EX-6 5 EXHIBIT 6.4 EXHIBIT 6.4 December 2, 1999 Mr. Randal J. Kirk Chairman Clinical Chemistry Holdings, Inc. 7335 Lee Highway Radford, VA 24141 Dear Mr. Kirk: The letter agreement between Albert Investment Strategies, Inc. ("Albert"), Clinical Chemistry Holdings, Inc. ("CCH"), and Randal J. Kirk, dated November 12, 1999, and amended by letters dated November 24, 1999 and November 26, 1999 ("Letter Agreement"), is modified and amended, effective as of November 26, 1999, by the deletion of the fourth numbered paragraph thereof and the insertion of the following in its place: 4. Other than with respect to the continued beneficial ownership or sale of shares of Common Stock of Novitron held by Albert and various accounts over which Albert has dispositive power on the Effective Date other than the Shares, Albert agrees that neither Albert nor any of its affiliates will purchase, beneficially own or control any shares of Common Stock of Novitron or otherwise trade in, or with respect to, the Common Stock of Novitron for a period of two (2) years from the Effective Date. Except as modified and amended in this letter, the Letter Agreement shall remain in full force and effect. If you are in agreement with the above, please execute this amendment to the Letter Agreement and return a signed copy to the undersigned at the address indicated above. ALBERT INVESTMENT STRATEGIES, INC. By: /s/ Ira Albert ---------------------------------- Ira Albert, President CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Randal J. Kirk ----------------------------------- Randal J. Kirk, Chairman Page 19 of 21 Pages /s/ Randal J. Kirk --------------------------------- Randal J. Kirk, Individually Page 20 of 21 Pages EX-7 6 EXHIBIT 7 EXHIBIT 7 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Novitron International, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 6th day of December, 1999. Date: December 6, 1999 /s/ Randal J. Kirk -------------------------------------------- Randal J. Kirk Date: December 6, 1999 CLINICAL CHEMISTRY HOLDINGS, INC. By: /s/ Audrey Ho Ping Ting ---------------------------------------- Audrey Ho Ping Ting President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----