8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 28, 2000 OPHIDIAN PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-13835 39-1661164 (State, or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 5445 East Cheryl Parkway, Madison, Wisconsin 53711 (Address of principal executive offices) Registrant's telephone number, including area code: (608) 271-0878 Item 2. Acquisition or Disposition of Assets. On November 16, 2000, the Ophidian Pharmaceuticals, Inc. (the "Company") completed the sale of substantially all of its assets to Promega Corporation. The sale took place pursuant to a previously announced Asset Purchase Agreement dated as of September 1, 2000, by and between the parties. At closing, the Company received $1,148,745.12 in cash, representing the agreed cash price of $1,250,000 less certain allowable, closing date adjustments. In addition, Promega delivered to the Company a promissory note in the original principal amount of $170,000, representing the balance of the purchase price and payable in full with accrued interest on or before January 29, 2001. Item 5. Other Events. On November 9, 2000, the Company issued the press release attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. The Company's Unaudited Pro Forma Balance Sheet dated June 30, 2000, and the Company's Unaudited Pro Forma Statement of Operations for the Nine Months Ended June 30, 2000, and the accompanying Notes to Pro Forma Financial Statements are incorporated herein by reference to pages 26-29 of the Proxy Statement filed on Schedule 14A on October 10, 2000 (File No. 001-13835). (c) Exhibits. The following exhibits are filed as a part of this report: Exhibit Number Description of Exhibit 2.1 Asset Purchase Agreement dated as of September 1, 2000, by and between Ophidian Pharmaceuticals, Inc. and Promega Corporation. Incorporated by reference to Exhibit A to the Company's Proxy Statement filed on Schedule 14A on October 10, 2000 (File No. 001-13835). 2.2 Plan of Dissolution and Liquidation. Incorporated by reference to Exhibit B to the Company's Proxy Statement filed on Schedule 14A on October 10, 2000 (File No. 001-13835). 99.1 Press release issued November 9, 2000. SIGNATURE 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. OPHIDIAN PHARMACEUTICALS, INC. Date: December 1, 2000 /s/ Susan P. Maynard ----------------------------- Susan P. Maynard Secretary EXHIBIT INDEX Exhibit No. Description 2.1 Asset Purchase Agreement dated as of September 1, 2000, by and between Ophidian Pharmaceuticals, Inc. and Promega Corporation. Incorporated by reference to Exhibit A to the Company's Proxy Statement filed on Schedule 14A on October 10, 2000 (File No. 001-13835). 2.2 Plan of Dissolution and Liquidation. Incorporated by reference to Exhibit B to the Company's Proxy Statement filed on Schedule 14A on October 10, 2000 (File No. 001-13835). 99.1 Press release issued November 9, 2000.