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): February 4, 2008
INVERNESS MEDICAL
INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-16789
|
|
04-3565120 |
|
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(Address of principal executive offices, including zip code)
(781) 647-3900
(Registrant’s telephone number, including area code)
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):
|
|
|
| þ |
|
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))
|
TABLE OF CONTENTS
Item 8.01 Other Events.
On February 4, 2008, the Company posted on its website the Investor presentation attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
|
|
| Exhibit No. |
|
Description |
| |
|
|
|
|
| |
99.1 |
|
|
Company Investor presentation. |
Additional Information and Where To Find It
This communication is not a proxy statement or a prospectus for the proposed Matria transaction.
Inverness will file a registration statement on Form S-4 in connection with the proposed
transaction, which will include Matria’s proxy statement and Inverness’s prospectus for the
proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, WHICH WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, IF AND WHEN IT BECOMES AVAILABLE. The
proxy statement/prospectus and other documents which are filed by Inverness with the Securities and
Exchange Commission (the “SEC”) will be available free of
charge at the SEC’s website, www.sec.gov,
or by directing a request when such a filing is made by Inverness to Inverness Medical Innovations,
Inc., 51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453, Attention: Investor Relations, or by
directing a request when such a filing is made by Matria Healthcare, Inc.,1850 Parkway Place,
Marietta, GA 30067, Attention: Secretary.
Matria, its directors and certain of its executive officers, as well as Inverness, its directors
and certain of its executive officers, may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information about the directors and executive
officers of Matria and their respective interests in the proposed transactions will be set forth or
incorporated by reference in the proxy statement/prospectus that Inverness and Matria will file
with the SEC in connection with the proposed transaction. Information about the directors and
executive officers of Matria is available in Matria’s proxy statement for its 2007 annual meeting
of stockholders, as filed with the SEC on April 30, 2007 and in its annual report on Form 10-K, as
filed with the SEC on March 20, 2007. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus when it becomes available.
This communication shall not constitute an offer to sell nor the solicitation of an offer to buy
any securities.