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Biotech / Medical : SABRATEK CORP (SBTK) -- Ignore unavailable to you. Want to Upgrade?

To: Nikita who wrote (347)	7/15/1999 9:38:00 AM
From: mod	Read Replies (1) \| Respond to of 487

The 8-K contains the details of a previously announced acquisition. go2net.newsalert.com ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS. (a) On June 29, 1999, Sabratek Corporation, a Delaware corporation ("Sabratek"), consummated a transaction in which a newly-formed wholly-owned subsidiary of Sabratek merged with and into Strategic Reimbursement Services, Inc. ("SRS"), an Illinois corporation. As a result of the transaction, SRS became a wholly-owned subsidiary of Sabratek. As consideration for the merger and pursuant to a Merger Agreement, dated as of June 29, 1999, by and among Sabratek, SRS and the shareholders of SRS, Sabratek paid the SRS shareholders an aggregate of 1,636,359 shares of Sabratek common stock ("Merger Consideration"). This merger will be accounted for by Sabratek using the pooling of interests method of accounting. Under the terms of the Merger Agreement and a separate escrow agreement, 163,636 shares of the Merger Consideration were deposited with U.S. Bank Trust National Association as escrow agent to secure Sabratek's right to indemnification from any material breach of the representations and warranties given by SRS to Sabratek. The escrow will terminate on the earlier of June 29, 2000 or the date of issuance of Sabratek's first independent audit report which contains the operations of SRS. With respect to the shares of stock held in escrow, the former shareholders of SRS will be entitled to vote and to direct the sale of such shares and the escrow agent will have limited authority to sell such shares in the event that it is determined that Sabratek is entitled to reimbursement for any damages it incurs as a consequence of a breach of SRS's representations and warranties. Under the terms of a separate Registration Rights Agreement entered into in connection with the merger, Sabratek will be required to file a Shelf Registration Statement registering the resale of 600,000 shares of Sabratek common stock by the former SRS shareholders. In addition, on or before the second month anniversary of the effective date of the above mentioned Shelf Registration Statement, Sabratek will be required to file a second Shelf Registration Statement registering the resale of the remaining 1,036,359 shares of Sabratek common stock constituting the Merger Consideration by the former SRS shareholders.