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 Businesss 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.
No repurchases were made pursuant to our share repurchase program during the quarter ended March 31, 2009.
We held our Annual Meeting of Stockholders on April 23, 2009. At the meeting the shareholders elected managements slate of directors, with new terms expiring at the 2011 annual stockholders meeting, and approved two additional proposals with the following vote distribution:
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
* 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.