UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 28, 2020
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 001-14041 | 04-2882273 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
125 Summer Street
Boston, MA 02110
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: 781-848-7100
(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): | ||||||||
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common stock, $.01 par value per share | HAE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
Emerging Growth Company | ||
☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 7.01 Regulation FD Disclosure.
On May 28, 2020, Haemonetics Corporation (the “Company”) and its wholly-owned subsidiary, Global Med Technologies, Inc., entered into an asset purchase agreement (the “Agreement”) with GPI Group (“GPI”), pursuant to which GPI will acquire the intellectual property, customer contracts and certain other assets relating to the Company’s ElDorado Donor®, Hemasphere®, Donor Doc®, Donor Doc Phlebotomy®, eDonor®, DonorSpace®, Surround™ and SafeTrace® software products within the Company's Blood Center business unit (collectively, the “Asset Transfer”).
Under the terms of the Agreement, GPI will pay the Company $14 million in upfront cash at the closing of the Asset Transfer and up to $14 million in additional consideration contingent on achievement of commercial milestones over the twelve month period immediately following the closing of the transaction. The blood donor management software subject to the Asset Transfer represents approximately $11.3 million of the Company's fiscal 2020 revenue. The transaction is expected to close in the second quarter of calendar 2020, subject to the satisfaction of customary closing conditions.
A copy of the Company’s press release announcing the Asset Transfer is attached to this Current Report on Form 8-K as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the Asset Transfer, including, but not limited to, statements related to the anticipated closing of the Asset Transfer, the estimated cash proceeds to be received and other statements that are not historical facts. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the risks that the Asset Transfer may not close in a timely manner or at all and that the Company may not realize the anticipated benefits of the Asset Transfer or the Asset Transfer may have an unanticipated impact, including from non-achievement of any commercial milestone required for the Company to receive all of part of the additional contingent consideration. Investors should consult the Company's filings with the Securities and Exchange Commission (including the Company’s reports on Forms 10-K, 10-Q and 8-K) for information about additional risks and uncertainties that could cause the Company’s actual results to differ materially from these forward-looking statements. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
Press release dated May 28, 2020. |
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.
HAEMONETICS CORPORATION | |||||||||||||||||
May 28, 2020 | By: | /s/ Christopher A. Simon | |||||||||||||||
Name: | Christopher A. Simon | ||||||||||||||||
Title: | President and Chief Executive Officer | ||||||||||||||||