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): July 1, 1998 Techne Corporation (Exact Name of Registrant as Specified in its Charter) Minnesota (State or Other Jurisdiction of Incorporation) 0-17272 41-1427402 (Commission File Number) (I.R.S. Employer Identification Number) 614 McKinley Place N.E. Minneapolis, Minnesota 55413 (Address of Principal Executive Offices) (Zip Code) (612) 379-8854 (Registrant's Telephone Number, Including Area Coda) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. On July 1, 1998, Techne Corporation (the "Registrant") acquired the primary assets and assumed certain liabilities of the research products business of Genzyme Corporation. The purchase price consisted of $24,760,000 cash, 987,206 shares of Common Stock of the Registrant valued at $17.2203 per share, and royalties payable over the next five years on the Registrant's biotechnology group sales. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired: It is impracticable to provide, at the time this Report is being filed, the required financial statements for the business acquired. Such financial statements will be filed by amendment to this Report within 60 days of the due date of this Report. (b) Pro Forma Financial Information: It is impracticable to provide, at the time this Report is being filed, the required pro forma financial information of the business acquired. Such pro forma financial information will be filed by amendment to this Report within 60 days of the due date of this Report. (c) Exhibits: 2.1 Purchase and Sale Agreement dated as of June 22, 1998 among Techne Corporation, Research and Diagnostic Systems, Inc. and Genzyme Corporation. Pursuant to Item 601(b)(2) of Regulation S-K, and subject to claims of confidentiality pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, upon the request of the Commission the Registrant undertakes to furnish supplementally to the Commission a copy of any schedule or exhibit to the Purchase and Sale Agreement described as follows: Schedule 1.2(b) Inventory Schedule 1.2(c)(A) Technology Schedule 1.2(c)(B) Technology Rights Retained Schedule 1.2(d) Customer, Supplier and Other Mailing Lists Schedule 1.2(e) Trademarks and Trademark Applications Schedule 1.2(f) Dealer and Distributor Agreements Schedule 1.2(g) 800 Phone Numbers Schedule 1.2(i) Agreements with Vendors Schedule 1.2(j) Standard Cost of Genzyme Products Schedule 1.2(k) Licenses Schedule 1.2(l) Marketing Studies and Plans Schedule 1.2(o) Products in Development Schedule 1.2(p) Equipment Schedule 1.2(q) Open Purchase Orders Schedule 1.2(r) Websites Schedule 1.4 Closing Agenda Schedule 1.5A Assumed Liabilities Schedule 1.5B Additional Assumed Liabilities Schedule 1.9 Schedule for Transfer Schedule 1.11 Definitions Schedule 2.2A Liens Schedule 2.2B Continuing Liens Schedule 2.6 Product Liability Claims and Threats Schedule 2.8 Product List Schedule 2.9 Warranty Policies Schedule 2.14 Financial Information Schedule 2.15 Material Adverse Changes Schedule 2.16 Product Recalls Schedule 2.19 Product Specifications Schedule 3.3 Techne Capitalization Schedule 3.7 Techne Litigation Exhibit 6.9 Opinion of Counsel for Genzyme Exhibit 7.5 Opinion of Counsel for Techne and R&D Section 8.1 Royalty Exhibit 11.5 R&D's Confidentiality Agreement Exhibit 11.6 Genzyme's Confidentiality Agreement Schedule 13.1 Licensed Trademarks Schedule 13.5 Territory for Extended Trademark License 99.1 Stockholder's Rights Agreement 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. TECHNE CORPORATION Date: July 16, 1998 By /s/ Thomas E. Oland Thomas E. Oland, President EXHIBIT INDEX to July 1, 1998 Form 8-K Techne Corporation Exhibit Number Exhibit Description 2.1 Purchase and Sale Agreement dated as of June 22, 1998 among Techne Corporation, Research and Diagnostic Systems, Inc. and Genzyme Corporation. 99.1 Stockholder's Rights Agreement