8-K 1 a4625610.txt HYCOR BIOMEDICAL 8-K 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: April 27, 2004 -------------------------------- HYCOR BIOMEDICAL INC. (Exact name of registrant as specified in its charter) 0-11647 (Commission File Number) Delaware 58-1437178 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7272 Chapman Ave Garden Grove, California 92841 (Address of principal executive offices, with zip code) (714) 933-3000 (Registrant's telephone number, including area code) Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS 99.1 Press Release dated April 27, 2004 Item 9. REGULATION FD DISCLOSURE On April 27, 2004, Hycor Biomedical Inc issued a press release reporting its financial results for the first quarter ended March 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This information is being furnished under both Item 9 (Regulation FD Disclosure) and Item 12 (Results of Operations and Financial Condition) of Form 8-K and is included under this Item 9 in accordance with SEC Release No. 33-8126. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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 thereunto duly authorized. Hycor Biomedical Inc. Date: April 27, 2004 By: /s/ Reg Jones --------------------------------- Reg Jones Executive Vice President and Chief Financial Officer (Principal Financial Officer) INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release dated April 27, 2004

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): July 24, 2003

HYCOR BIOMEDICAL INC.

(Exact Name of Registrant)

Delaware		0-11647		58-1437178
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

7272 Chapman Ave., Garden Grove, California		92841
(Address of principal executive offices)		(Zip Code)

(714) 933-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed, since last report)

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TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statement and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 99.1

Item 5. Other Events.

On July 24, 2003, Hycor Biomedical Inc. (“Hycor”) announced the execution of an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among Stratagene Holding Corporation, a Delaware corporation (“SHC”), SHC Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of SHC (“Merger Sub”) and Hycor. Pursuant to the Merger Agreement, SHC would acquire all of the outstanding shares of Hycor through a merger between Merger Sub and Hycor, with Hycor as the surviving corporation. Pursuant to the Merger Agreement, Hycor stockholders would receive 0.6158 SHC shares in exchange for each Hycor share, plus cash for any fractional shares. The Merger Agreement, as well as the joint press release of Hycor and SHC announcing the Merger Agreement, are filed as exhibits herewith and are incorporated by reference herein.

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Item 7. Financial Statement and Exhibits

			2.1			Agreement and Plan of Reorganization by and among Stratagene Holding Corporation, SHC Acquisition Sub, Inc. and Hycor Biomedical Inc.
			99.1			Joint Press Release of Hycor Biomedical Inc. and Stratagene Holding Corporation issued on July 24, 2003

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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.

HYCOR BIOMEDICAL INC.
By:		/s/ REGINALD P. JONES
		Reginald P. Jones
		Senior Vice President and Chief Financial Officer
Dated: July 24, 2003

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EXHIBIT INDEX

			2.1			Agreement and Plan of Reorganization by and among Stratagene Holding Corporation, SHC Acquisition Sub, Inc. and Hycor Biomedical Inc.
			99.1			Joint Press Release of Hycor Biomedical Inc. and Stratagene Holding Corporation issued on July 24, 2003.

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