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):
September 23, 2002
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)
This Current Report on Form 8-K may contain forward-looking statements
within the meaning of the federal securities laws. Reliance should not be placed
on forward-looking statements because they involve known and unknown risks and
uncertainties which may cause the actual results, performance, and achievements
of the Company to differ materially from the anticipated future results,
performance and achievements that are expressed or implied by such
forward-looking statements. Additional information concerning these risks and
uncertainties is contained in the section entitled "Important Factors That May
Affect Future Operating Results" of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. The Company disclaims any obligation to update
any of the forward-looking statements contained herein to reflect future
developments or events.
ITEM 5. OTHER EVENTS
On September 23, 2002, Harvard Bioscience, Inc. filed a prospectus
supplement to its prospectus dated September 17, 2002 pursuant to Rule 424(b)(3)
and (c) under the Securities Act of 1933. The prospectus supplement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Prospectus Supplement dated September 23, 2002 to
Prospectus dated September 17, 2002.
2
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: September 23, 2002 HARVARD BIOSCIENCE, INC.
By: /s/ David Green
-------------------------------------
David Green
President
3
EXHIBIT INDEX
99.1 Prospectus Supplement dated September 23, 2002 to Prospectus dated
September 17, 2002.
4
Exhibit 99.1
Filed Pursuant to
Rule 424(b)(3) and (c)
File No. 333-98927
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 23, 2002
TO PROSPECTUS DATED SEPTEMBER 17, 2002
After the close of business on September 17, 2002, Harvard Bioscience,
Inc. announced new financial guidance for the fiscal year ended December 31,
2002. In the announcement, Harvard Bioscience revised downward its previously
announced guidance due to the continued slower than expected adoption of its
COPAS (TM) technology and unexpected weakness in its international business in
the third quarter.
Harvard Bioscience common stock is traded on the Nasdaq National Market
under the trading symbol "HBIO" and on September 20, 2002, the closing price of
Harvard Bioscience common stock was $2.82 per share. Consequently, based on this
price, applying an assumed conversion ratio as of September 20, 2002 of 0.1016
of a share of Harvard Bioscience common stock and $0.2858 in cash for each share
of Genomic Solutions common stock, the equivalent price per share of Genomic
Solutions common stock on September 20, 2002 was $0.5723. This amount is an
estimate based on the number of outstanding shares of Genomic Solutions common
stock on September 20, 2002, and assuming that all in-the-money options to
purchase Genomic Solutions common stock outstanding on September 20, 2002 are
exercised prior to the merger and may change at the completion of the merger as
a result of changes in the number of shares of Genomic Solutions common stock
outstanding due to, among other things, actual stock option exercises and
purchases under the Genomic Solutions employee stock purchase plan.
Because the market price of Harvard Bioscience common stock may
increase or decrease before the completion of the merger, you are urged to
obtain current market quotations.
You are encouraged to read and consider carefully the discussion in the
section entitled "Risk Factors" beginning on page 21 of the proxy statement and
prospectus to which this supplement relates.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR THE SHARES OF HARVARD
BIOSCIENCE COMMON STOCK TO BE ISSUED IN THE MERGER, OR DETERMINED IF THE PROXY
STATEMENT AND PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
