SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO 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 31, 2001
HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-31923 04-3306140
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
84 October Hill Road, Holliston, MA 01746-1371
(Address of principal executive offices and zip code)
(508) 893-8999
(Registrant's telephone number, including area code)
Harvard Bioscience, Inc. (the "Company") hereby amends its Current
Report on Form 8-K, dated May 31, 2001, in order to file the financial
statements and pro forma financial information required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Audited financial statements of Union Biometrica, Inc. as of and for the
years ended December 31, 1999 and 2000 and unaudited financial statements
of Union Biometrica, Inc. as of March 31, 2001 and for the three months
ended March 31, 2000 and 2001 are contained in Exhibit 99.2 attached hereto
and are incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
Unaudited pro forma financial information of Harvard Bioscience, Inc. as of
and for the year ended December 31, 2000 and the three months ended March
31, 2001 giving pro forma effect to Harvard Bioscience, Inc.'s acquisition
of Union Biometrica, Inc. is contained in Exhibit 99.3 attached hereto and
is incorporated herein by reference.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
*2.1 Agreement and Plan of Merger, dated as of May 31, 2001, by and
among Harvard Bioscience, Inc., Union Biometrica, Inc. and
Union Biometrica, Inc.**
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
*99.1 Press release dated May 31, 2001
99.2 Audited financial statements of Union Biometrica, Inc. as of
and for the years ended December 31, 1999 and 2000 and
unaudited financial statements of Union Biometrica, Inc. as of
March 31, 2001 and the three months ended March 31, 2000 and
2001
99.3 Unaudited pro forma financial information of Harvard
Bioscience, Inc. as of and for the year ended December 31, 2000
and the three months ended March 31, 2001, relating to the
acquisition of Union Biometrica, Inc.
*Previously filed.
**The Company agrees to furnish supplementally to the
Commission a copy of any omitted schedule or exhibit
to this agreement upon request by the Commission.
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SIGNATURES
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.
Dated: August 14, 2001 HARVARD BIOSCIENCE, INC.
By: /s/ James L. Warren
---------------------------------
James L. Warren
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*2.1 Agreement and Plan of Merger, dated as of May 31, 2001, by and among Harvard
Bioscience, Inc., Union Biometrica, Inc. and Union Biometrica, Inc.**
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
*99.1 Press Release dated May 31, 2001
99.2 Audited financial statements of Union Biometrica, Inc. as of and for the years
ended December 31, 1999 and 2000 and unaudited financial statements of Union
Biometrica, Inc. as of March 31, 2001 and the three months ended March 31,
2000 and 2001
99.3 Unaudited pro forma financial information of Harvard Bioscience, Inc. as of
and for the year ended December 31, 2000 and the three months ended March 31,
2001, relating to the acquisition of Union Biometrica, Inc.
*Previously filed.
**The Company agrees to furnish
supplementally to the Commission a copy of
any omitted schedule or exhibit to this
agreement upon request by the Commission.
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