BEC » Topics » The Olympus Diagnostic Systems Business operations are subject to their own risks, which we may not be able to manage successfully. There may be additional risks resulting from the Olympus Diagnostic Systems Business acquisition that are not presently kno

This excerpt taken from the BEC 10-Q filed May 7, 2009.

The Olympus Diagnostic Systems Business operations are subject to their own risks, which we may not be able to manage successfully. There may be additional risks resulting from the Olympus Diagnostic Systems Business acquisition that are not presently known to us which could adversely affect us.

The results of operations of the Diagnostic Systems Business are subject to many of the same risks that affect our financial condition and results of operations and, more specifically, those of our Clinical Diagnostics business. There may be additional risks resulting from the Olympus Diagnostic Systems Business acquisition that are not presently known to us. Any discovery of adverse information concerning the Olympus Diagnostic Systems Business after the closing of the acquisition could be material and, in many cases, we would have limited rights of recovery. The indemnification provided in the master purchase agreement may not be sufficient to protect us from, or compensate us for, all losses resulting from the acquisition or the Olympus Diagnostic Systems Business’s prior operations. For example, under the terms of the master purchase agreement, indemnification is limited to certain subject matters and the maximum aggregate amount of such losses for which Olympus will indemnify us is, subject to certain exceptions, limited to 12.5% of the purchase price of the Olympus Diagnostic Systems Business. A material loss associated with the Olympus Diagnostic Systems Business acquisition for which there is not adequate indemnification could negatively affect our results of operations, our financial condition and our reputation in the industry and reduce the anticipated benefits of the acquisition.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No repurchases were made pursuant to our share repurchase program during the quarter ended March 31, 2009.

 

Item 4. Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Stockholders on April 23, 2009. At the meeting the shareholders elected management’s slate of directors, with new terms expiring at the 2011 annual stockholders meeting, and approved two additional proposals with the following vote distribution:

 

Election of Directors

   Votes For    Votes Withheld

Peter B. Dervan, Ph.D.

   51,554,015    4,292,517

Scott Garrett

   50,973,249    4,873,283

Susan R. Nowakowski

   53,717,790    2,128,742

Glenn S. Schafer

   53,657,807    2,188,725

 

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The remaining members of the Board of Directors will continue in office until the year in which their terms expire as follows:

Terms expiring in 2010: Robert G. Funari, Charles A. Haggerty and William H. Kelley, M.D.

Terms expiring in 2011: Kevin M. Farr, CPA, Van B. Honeycutt and Betty Woods

 

Other Matters

   Votes For    Votes Withheld    Abstain

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2009

   52,063,793    3,631,594    151,145

Amend the Company’s 2007 Long-Term Performance Plan

   37,842,561    11,160,866    229,216

 

Item 6. Exhibits

 

Exhibit No.

  

Exhibit Description

  2.1

   Master Purchase Agreement dated as of February 27, 2009 by and between Olympus Corporation and Beckman Coulter, Inc.*

10.1

   Management Incentive Plan

15.1

   Report of Independent Registered Public Accounting Firm

15.2

   Letter of Acknowledgement of Use of Report on Unaudited Interim Financial Information dated May 5, 2009

31

   Rule 13a-14(a)/15d-14(a) Certification

32

   Section 1350 Certification

* Schedules to the Master Purchase Agreement have been omitted pursuant to Item 6012(b)(2) of Regulation S-K. Registrant agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

 

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