- Current report filing (8-K)
08 Julho 2009 - 6:17PM
Edgar (US Regulatory)
UNITED STATES
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 (Date of earliest event reported):
July 1, 2009
Interleukin Genetics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other
Jurisdiction of Incorporation)
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001-32715
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94-3123681
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(Commission File
Number)
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(IRS Employer
Identification No.)
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135
Beaver Street Waltham, MA
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02452
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(Address of
Principal Executive Offices)
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(Zip Code)
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(781) 398-0700
(Registrant’s Telephone Number, Including Area Code)
(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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
Prior to the
opening of business on July 1, 2009, Interleukin Genetics, Inc. (“Interleukin”,
“we”, “our”, “us”) and our wholly-owned subsidiary, AJG Brands, Inc.
entered into an asset purchase agreement with Nutraceutical Corporation and Pep
Products, Inc., a wholly owned subsidiary of Nutraceutical Corporation,
pursuant to which we sold substantially all of the Alan James Group business
and assets of AJG Brands, Inc. to Pep Products, Inc. for an aggregate
sale price of approximately $4.6 million in cash. The business we sold
primarily develops, markets and sells nutritional supplements and related
products into retail consumer channels.
The asset purchase agreement contains representations, warranties,
covenants and indemnification obligations that are customary for a transaction
of this nature.
The foregoing
summary does not purport to be complete and is qualified in its entirety by
reference to the asset purchase agreement, which is attached as Exhibit 2.1
to this Current Report on Form 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The information
set forth in Item 1.01 of this Current Report on Form 8-K is incorporated
into this Item 2.01 by reference. The
sale was completed prior to the opening of business on July 1, 2009.
Item
9.01. Financial Statements and Exhibits.
(b)(1) Pro Forma
Financial Information
The following
unaudited pro forma condensed consolidated financial information gives effect
on a pro forma basis to the disposition of substantially all of the Alan James
Group business and assets of AJG Brands, Inc., a subsidiary of Interleukin
Genetics, Inc., as disclosed in Item 1.01 and 2.01 of this Current Report
on Form 8-K, principally by subtracting from the historical consolidated
financial position and results of operations of Interleukin amounts
attributable to the assets disposed of, and adding to the historical
consolidated financial position of Interleukin an amount equal to the cash
proceeds from the disposition of such assets.
The unaudited pro forma condensed consolidated balance sheet gives
effect to the disposition as if it had occurred on March 31, 2009. The unaudited pro forma condensed
consolidated statements of operations for the three months ended March 31,
2009 and twelve months ended December 31, 2008 give effect to the
disposition as if it had occurred at the beginning of each such period. You should not assume that this unaudited pro
forma financial information is indicative of future results or the results we
would have achieved had the transaction occurred at the dates presented.
This unaudited pro
forma condensed consolidated financial information should be read in
conjunction with our condensed consolidated financial statements and notes
thereto included in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009 and our Annual Report on Form 10-K for the year
ended December 31, 2008. We have prepared the unaudited pro forma
condensed consolidated financial information based upon estimates and
assumptions we have deemed appropriate based upon currently available
information, and such estimates and assumptions are discussed in the
accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information. We believe that our estimates and assumptions are reasonable, and
the significant effects of this sale have been properly reflected in our
unaudited pro forma financial statements. However, actual results will differ
from the estimates and assumptions used. The unaudited condensed consolidated
pro forma financial information is presented for illustrative purposes and is
not designed to represent, and does not represent, what the financial position
or operating results would have been had the sale of substantially all of the
Alan James Group business and assets of AJG Brands, Inc. been completed as
of the dates assumed, nor is it intended to project Interleukin’s future
financial position or results of operations.
2
Interleukin
Genetics, Inc.
Unaudited
Pro Forma Condensed Consolidated Balance Sheet
March 31,
2009
(In thousands)
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Pro Forma
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Historical
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Adjustments
(3)
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Pro Forma
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ASSETS
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Current assets:
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Cash
and cash equivalents
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$
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1,747
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$
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3,857
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(1)
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$
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5,604
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Accounts
receivable from related party
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36
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36
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Trade
Accounts receivable
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945
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(808
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)(2)
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137
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Inventory
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1,037
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(935
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)(2)
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102
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Deferred
tax asset
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58
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58
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Prepaid
expenses and other current assets
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375
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(56
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)(2)
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319
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Total
current assets
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4,198
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2,058
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6,256
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Fixed assets, net
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930
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(24
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)(2)
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906
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Intangibles
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4,393
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(3,561
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)
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832
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Other assets
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54
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183
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(2)
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237
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Total Assets
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$
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9,575
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$
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(1,344
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)
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$
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8,231
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts
payable
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$
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855
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$
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855
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Accrued
expenses
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2,150
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2,150
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Deferred
receipts
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430
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430
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Accrued
expenses related to funded research and development projects
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22
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22
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Total
current liabilities
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3,457
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0
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3,457
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Long Term Debt
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4,000
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4,000
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Net deferred tax liability
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10
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10
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Total liabilities
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7,467
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0
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7,467
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Stockholders’ equity:
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Convertible
preferred stock,$.001 par value - 6,000,000 shares authorized; 5,000,000
shares of Series A issued and outstanding at March 31, 2009; aggregate
liquidation preference of $18,000,000 at March 31, 2009
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5
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5
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Common
stock, $.001 par value - 100,000,000 shares authorized; 31,799,381 shares
issued and outstanding at March 31, 2009
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32
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32
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Additional
paid-in capital
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85,540
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85,540
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Accumulated
deficit
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(83,469
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(1,344
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)(4)
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(84,813
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Total
stockholders’ equity
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2,108
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(1,344
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764
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Total liabilities and stockholders’ equity
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$
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9,575
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$
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(1,344
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$
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8,231
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3
Interleukin
Genetics, Inc.
Unaudited
Pro Forma Condensed Consolidated Statements of Operations
For
the Three Months Ended March 31, 2009
(In thousands,
except per share amounts)
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Pro Forma
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Historical
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Adjustments
(3)
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Pro Forma
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Revenues
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$
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1,895
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$
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(1,548
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$
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347
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Cost
of Revenues
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1,043
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(728
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315
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Research
and development
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882
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0
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882
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Selling,
general and administrative
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2,035
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(41
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1,994
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Amortization
of Intangibles
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337
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(308
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29
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Total
Operating Expenses
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4,297
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(1,077
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3,220
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Loss
from operations
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(2,402
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(471
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(2,873
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Interest
income
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8
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0
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8
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Interest
expense
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(32
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0
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(32
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Loss
on Sale of fixed assset
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(12
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)
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12
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0
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Net
loss before income taxes
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(2,438
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(459
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(2,897
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Provision
for income taxes
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(18
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8
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(10
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Net
loss
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(2,456
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(451
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(2,907
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Basic
and diluted net loss per common share
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$
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(0.08
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$
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(0.01
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)
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$
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(0.09
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)
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Weighted
average common shares outstanding
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31,856
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31,856
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31,856
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4
Interleukin
Genetics, Inc.
Unaudited
Pro Forma Condensed Consolidated Statements of Operations
For
the Twelve Months Ended December 31, 2008
(In thousands,
except per share amounts)
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Pro Forma
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Historical
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Adjustments
(3)
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Pro Forma
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Revenues
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$
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10,015
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$
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(7,394
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)
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$
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2,621
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Cost
of Revenues
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4,738
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(3,765
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)
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973
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Research
and development
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3,560
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0
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3,560
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Selling,
general and administrative
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7,034
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(1,507
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)
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5,527
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Amortization
of Intangibles
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1,336
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(1,235
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)
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101
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Total
Operating Expenses
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16,668
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(6,507
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)
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10,161
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Loss
from operations
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(6,653
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)
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(887
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)
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(7,540
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)
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Interest
income
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159
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0
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159
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Interest
expense
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(131
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)
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1
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(130
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)
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Net
loss before income taxes
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(6,625
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)
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(886
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)
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(7,511
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)
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Provision
for income taxes
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(26
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)
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57
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31
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Net
loss
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(6,651
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)
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(829
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)
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(7,480
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)
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Basic
and diluted net loss per common share
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$
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(0.21
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)
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$
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(0.03
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)
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$
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(0.24
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)
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Weighted
average common shares outstanding
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31,354
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31,354
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31,354
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5
Notes to Unaudited Pro Forma
Condensed Consolidated Financial Information
Pro
Forma Adjustments
(1)
Assumes proceeds from the sale of substantially all of
The Alan James Group business and assets of $4.6 million, net of transaction
costs of $515,000 and a holdback of $200,000 which is reflected in other assets
on the balance sheet.
(2)
Reflects the value of the assets purchased as of March 31,
2009.
(3)
The unaudited pro forma financial statements presented
do not include the impact of the accelerated vesting of options resulting from
the “change in control” agreements of certain employees in connection with the
sale. Income tax effects are assumed to
be offset by net operating loss carryforwards.
The impact of these adjustments were determined to be non-material for
purposes of the unaudited pro forma financial statements.
(4)
Adjustment to accumulated deficit consists of the
following (in thousands):
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Net assets of The Alan James Group sold
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(1,840
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)
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Proceeds net of transaction costs
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3,181
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Intangible assets not acquired
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(3,561
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)
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Estimated loss as if transaction occurred on March
31, 2009
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$
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(1,344
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)
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(d)
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Exhibit No.
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Description
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2.1
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Asset Purchase
Agreement by and among AJG Brands, Inc., Interleukin
Genetics, Inc., Pep Products, Inc. and Nutraceutical Corporation
dated July 1, 2009.
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6
SIGNATURE
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.
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Interleukin
Genetics, Inc.
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(Registrant)
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Date:
July 8, 2009
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/s/
ELIOT M. LURIER
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Eliot M. Lurier
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Chief Financial Officer
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(Signature)
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7
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