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 AUGUST 12, 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: AUGUST 12, 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 August 12, 2002, the Board of Directors of Genomic Solutions Inc. (the
"Company") engaged KPMG LLP ("KPMG") to serve as the Company's independent
public accountants for the fiscal year 2002.
During the years ended December 31, 2001 and 2000 and through the date of
the Board's decision, the Company did not consult KPMG with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Filed
Number Description Herewith
------ ----------- --------
99.1 Press Release dated August 12, 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: August 12, 2002 By: /s/ Steven J. Richvalsky
------------------------------------
Steven J. Richvalsky
Its: Executive Vice President
and Chief Financial Officer
Exhibit Filed
Number Description Herewith
------ ----------- --------
99.1 Press Release dated August 12, 2002 X