Tseng Labs Inc – ‘8-K’ for 12/16/97

As of:  Thursday, 2/5/98   ·   For:  12/16/97   ·   Accession #:  950116-98-211   ·   File #:  0-13502

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-10.1     Memorandum of Agreement                               20     47K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): December 16, 1997
                                                   -----------------

TSENG LABS, INC.
 -----------------------------------------------
 (Exact Name of Registrant Specified in Charter)

  Utah                       0-13502                    87-0391229
---------------            ----------------             ----------------
(State or Other            (Commission File             (I.R.S. Employer
  Jurisdiction of                 Number)                Identification No.)
Incorporation)                                                          

18 W. Airy Street                                     
Norristown, Pennsylvania                              19401     
-----------------------------------------                ---------------        
(Address of Principal Executive Offices)                    (Zip Code)        

Registrant's telephone number, including area code: (610) 313-9388

 6 Terry Drive
 Newtown, Pennsylvania 18940
 -------------------------------------------------------------
 (Former Name or Former Address, if Changed Since Last Report)

8-K
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Item 2. Acquisition or Disposition of Assets.                                   

     On December 16, 1997, the Registrant entered into an Asset Purchase
Agreement with ATI Research, Inc. ("ATI"), a wholly owned subsidiary of ATI     
Technologies, Inc., pursuant to which the Registrant sold to ATI various assets 
including computer design automation tools and related software, furniture,     
fixtures, office equipment and certain rights to intellectual property of the   
Registrant. The purchase price for the transaction was $3,023,000, $500,000 of  
which was placed in escrow to cover the indemnification obligations of the      
Registrant under the Asset Purchase Agreement. In addition, ATI assumed certain 
employee incentive payments in the aggregate amount of approximately $680,000   
and agreed to lease the Registrant's Newtown, Pennsylvania facility (for        
approximately $330,000 per annum) for at least three years, with renewal options
through 2007. The purchase price was reached through arms-length negotiations   
between the parties. There is no material relationship between the Registrant   
and ATI.                                                                        

Item 5. Other Events.                                                           

        On December 22, 1997, the Registrant purchased 4,000,000 shares of its
common stock, $.005 par value (the "Common Stock"), from Jack Tseng in a        
negotiated private transaction valued at $5,200,000, or $1.30 per share. Mr.    
Tseng is a founder of the Registrant, a former director of the Registrant and   
its former Chairman and President. Mr. Tseng resigned from the aforementioned   
positions on November 11, 1997. Mr. Tseng and his family remain investors in the
Registrant with total holdings of 1,374,000 shares of Common Stock.             

8-K
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits      

(c)      Exhibits                           

Exhibit Number     Description                                
--------------     -----------                                
             10.1          Asset Purchase Agreement between Registrant and ATI
                     Research, Inc. dated as of December 16, 1997.

8-K
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 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.                                       

        TSENG LABS, INC.
          (Registrant)

              By  /s/ Mark H. Karsch
                                   -----------------------------------
                Mark H. Karsch
                                 Senior Vice President and Chief
                   Financial Officer

Dated:  February ___, 1998                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		2/5/98
		12/22/97		2					DEF 14A
For Period End:		12/16/97		1		3
		11/11/97		2
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