Filed by Harvard Bioscience, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933,
as amended, and deemed
filed pursuant to Rule
14a-12 under the Securities
Exchange Act of 1934, as
amended
Subject Company: Genomic Solutions Inc.
Commission File No.: 000-30549
This filing contains statements about Harvard Bioscience, Inc. ("HBIO"), Genomic
Solutions Inc. ("GNSL") or the proposed combination of HBIO and GNSL that are
not statements of historical fact and are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements involve known and unknown
risks, uncertainties and other factors that may cause HBIO's and GNSL's actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Forward-looking statements include, but are not limited to
statements about the impact of an acquisition on future revenues and earnings,
the expected closing date of the transaction, HBIO's and GNSL's ability to
consolidate and leverage the business, acquired technology, sales force or
marketing expertise, the ability of GNSL to achieve HBIO's traditional growth
rates and HBIO's and GNSL's plans, objectives and intentions contained in this
press release that are not historical facts. In particular there is a risk that
the acquisition will not generate revenues or pro forma earnings that HBIO and
GNSL anticipate. Other factors that may cause HBIO's and GNSL's actual results
to differ materially from those in the forward looking statements include those
set forth under the heading "Important Factors That May Affect Future Operating
Results" in HBIO's Annual Report on Form 10-K for the fiscal year ended December
31, 2001 and under the heading "Risk Factors" in GNSL's Annual Report on Form
10-K for the fiscal year ended December 31, 2001, as well as other risks
described in HBIO's and GNSL's public filings or factors, if any, of which HBIO
and GNSL are not currently aware. HBIO and GNSL may not update these
forward-looking statements, even though their situation may change in the
future, unless they have obligations under the Federal securities laws to update
and disclose material developments related to previously disclosed information.
Harvard Bioscience, Inc. will be filing relevant documents concerning the merger
with the Securities and Exchange Commission including a registration statement
on Form S-4 containing a prospectus. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
these documents free of charge at the SEC's website, (http://www.sec.gov). In
addition, documents filed with the SEC by Harvard Bioscience, Inc. can be
obtained, without charge, by directing a request to Harvard Bioscience, Inc.,
Attn: Chief Financial Officer, telephone (508) 893-8999. Harvard Bioscience,
Inc. and its directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the merger. Information about
the directors and executive officers of Harvard Bioscience, Inc. and their
ownership of Harvard Bioscience, Inc. common stock is set forth in the proxy
statement for Harvard Bioscience, Inc.'s 2002 annual meeting of stockholders as
filed on Schedule 14A with the SEC on April 17, 2002. Additional information
about the interests of those participants may be obtained from reading the
definitive prospectus regarding the proposed transaction when it becomes
available.
GNSL will file a proxy statement with the Securities and Exchange Commission in
connection with the proposed transaction. The proxy statement will be sent to
the stockholders of GNSL seeking their approval
of the proposed transaction. Investors and security holders are urged to read
the proxy statement because it will contain important information. When filed,
this document may be obtained free of charge at the website maintained by the
Securities and Exchange Commission at "www.sec.gov." This document may also be
obtained free of charge by requesting it in writing from Genomic Solutions Inc.,
Investor Relations, 4355 Varsity Drive, Ann Arbor, Michigan 48108. GNSL and its
officers and directors may be deemed to be participants in the solicitation of
proxies from GNSL stockholders in favor of the merger. A description of the
interests of GNSL's executive officers and directors in GNSL is set forth in the
proxy statement for GNSL's annual meeting of stockholders, which was filed with
the Securities and Exchange Commission on April 11, 2002.
THE FOLLOWING IS A CURRENT REPORT ON FORM 8-K FILED BY GNSL ON JULY 29, 2002:
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: JULY 23, 2002
(Date of earliest event reported)
GENOMIC SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NO. 000-30549 38-3383038
(State of incorporation) (IRS Employer I.D. No.)
4355 VARSITY DRIVE
ANN ARBOR, MICHIGAN 48108
(Address of principal executive offices)
(734) 975-4800
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 23, 2002, Ernst &Young LLP ("E&Y"), our recently engaged
auditing firm, notified us that it was resigning as our independent public
accountants as of that date. E&Y indicated that its resignation was not in any
way related to a disagreement on any matter of Genomic Solutions' accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. E&Y informed us that it was resigning solely because, as a result of
the recently announced merger of Genomic Solutions with and into a subsidiary of
Harvard Bioscience, Inc., which is expected to close in the fourth quarter of
this year, E&Y did not want to review a single quarter's financial statements
that would be included in the registration statement to be filed in connection
with the transaction with Harvard and be dismissed when the transaction closed.
Prior to its resignation, E&Y had not issued any reports or performed any review
or audit procedures related to our financial statements. We engaged E&Y on May
22, 2002 when we terminated our relationship with Arthur Andersen LLP.
There were no "disagreements" (as that term is described in Item
304(a)(1)(iv) of Regulation S-K) or "reportable events" (as that term is
described in Item 304(a)(1)(v) of Regulation S-K) during the period of E&Y's
engagement.
We provided E&Y with a copy of the foregoing disclosures. Attached as
Exhibit 16 is a copy of E&Y's letter, dated July 26, 2002, stating its position
in respect to such statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT FILED
NUMBER DESCRIPTION HEREWITH
------ ----------- --------
16 Letter from Ernst & Young LLP to the Securities and
Exchange Commission, dated July 26, 2002 X
99.1 Press Release dated July 29, 2002 X
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.
GENOMIC SOLUTIONS INC.,
a Delaware corporation
Date: July 25, 2002 By:
--------------------------------
Steven J. Richvalsky
Its: Executive Vice President
and Chief Financial Officer
EXHIBIT FILED
NUMBER DESCRIPTION HEREWITH
------ ----------- --------
16 Letter from Ernst & Young LLP to the Securities and
Exchange Commission, dated July 26, 2002 X
99.1 Press Release dated July 29, 2002 X
EXHIBIT 16 TO FORM 8-K
July 26, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
We have read Item 4 of Form 8-K dated July 26, 2002, of Genomic Solutions Inc.
and are in agreement with the statements contained therein.
/s/ Ernst & Young LLP
EXHIBIT 99.1 TO FORM 8-K
GENOMIC SOLUTIONS WILL NAME NEW INDEPENDENT AUDITOR
Ann Arbor, MI (July 29, 2002) - Genomic Solutions Inc (Nasdaq NM: GNSL)
announced today that on July 23, 2002, its recently engaged auditing firm, Ernst
&Young LLP ("E&Y"), notified the Company that it was resigning as the Company's
independent public accountants as of that date. E&Y indicated that its
resignation was not in any way related to a disagreement on any matter of
Genomic Solutions' accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
The Company engaged E&Y on May 22, 2002 when it terminated its relationship with
Arthur Andersen LLP. Prior to its resignation, E&Y had not issued any reports or
performed any review or audit procedures related to the Company's financial
statements. E&Y informed Genomic Solutions that it was resigning solely because,
as a result of the recently announced merger of Genomic Solutions with and into
a subsidiary of Harvard Bioscience, Inc. (Nasdaq NM: HBIO), which is expected to
close in the fourth quarter of this year, E&Y did not want to review a single
quarter's financial statements that would be included in a registration
statement to be filed in connection with the transaction with Harvard and be
dismissed when the transaction closed.
The Company's audit committee is in the process of selecting and qualifying a
new auditor.
Genomic Solutions is filing a Form 8-K with the Securities and Exchange
Commission describing E&Y's resignation.
Genomic Solutions develops, manufacturers and sells instruments, software, and
consumables used to determine the activity level of genes, to isolate, identify
and characterize proteins and to dispense small volumes of biologically
important materials. On July 18, 2002 Genomic Solutions announced that it had
entered into an agreement and plan of merger with Harvard Bioscience, Inc. in
which Genomic Solutions would merge with and into a subsidiary of Harvard. The
merger is subject to Genomic Solutions' stockholder approval and customary
conditions.
This press release contains statements about Harvard Bioscience, Inc. ("HBIO"),
Genomic Solutions Inc. ("GNSL") or the proposed combination of HBIO and GNSL
that are not statements of historical fact and are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements involve known and
unknown risks, uncertainties and other factors that may cause HBIO's and GNSL's
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Forward-looking statements include, but are not
limited to statements about the impact of an acquisition on future revenues and
earnings, the expected closing date of the transaction, HBIO's and GNSL's
ability to consolidate and leverage the business, acquired technology, sales
force or marketing expertise, the ability of GNSL to achieve HBIO's traditional
growth rates and HBIO's and GNSL's plans, objectives and intentions contained in
this press release that are not historical facts. In particular there is a risk
that the acquisition will not generate revenues or pro forma earnings that HBIO
and GNSL anticipate. Other factors that may cause HBIO's and GNSL's actual
results to differ materially from those in the forward looking statements
include those set forth under the heading "Important Factors That May Affect
Future Operating Results" in HBIO's Annual Report on Form 10-K
for the fiscal year ended December 31, 2001 and under the heading "Risk Factors"
in GNSL's Annual Report on Form 10-K for the fiscal year ended December 31,
2001, as well as other risks described in HBIO's and GNSL's public filings or
factors, if any, of which HBIO and GNSL are not currently aware. HBIO and GNSL
may not update these forward-looking statements, even though their situation may
change in the future, unless they have obligations under the Federal securities
laws to update and disclose material developments related to previously
disclosed information.
Harvard Bioscience, Inc. will be filing relevant documents concerning the merger
with the Securities and Exchange Commission including a registration statement
on Form S-4 containing a prospectus. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
these documents free of charge at the SEC's website, (http://www.sec.gov). In
addition, documents filed with the SEC by Harvard Bioscience, Inc. can be
obtained, without charge, by directing a request to Harvard Bioscience, Inc.,
Attn: Chief Financial Officer, telephone (508) 893-8999. Harvard Bioscience,
Inc. and its directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the merger. Information about
the directors and executive officers of Harvard Bioscience, Inc. and their
ownership of Harvard Bioscience, Inc. common stock is set forth in the proxy
statement for Harvard Bioscience, Inc.'s 2002 annual meeting of stockholders as
filed on Schedule 14A with the SEC on April 17, 2002. Additional information
about the interests of those participants may be obtained from reading the
definitive prospectus regarding the proposed transaction when it becomes
available.
GNSL will file a proxy statement with the Securities and Exchange Commission in
connection with the proposed transaction. The proxy statement will be sent to
the stockholders of GNSL seeking their approval of the proposed transaction.
Investors and security holders are urged to read the proxy statement because it
will contain important information. When filed, this document may be obtained
free of charge at the website maintained by the Securities and Exchange
Commission at "www.sec.gov." This document may also be obtained free of charge
by requesting it in writing from Genomic Solutions Inc., Investor Relations,
4355 Varsity Drive, Ann Arbor, Michigan 48108. GNSL and its officers and
directors may be deemed to be participants in the solicitation of proxies from
GNSL stockholders in favor of the merger. A description of the interests of
GNSL's executive officers and directors in GNSL is set forth in the proxy
statement for GNSL's annual meeting of stockholders, which was filed with the
Securities and Exchange Commission on April 11, 2002.
Investor and Media Contact:
Steven J. Richvalsky, Chief Financial Officer, Genomic Solutions 734.975.4800