BIOFIELD CORP \DE\
8-K, 1998-12-02
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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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 and Exchange Act of 1934


                Date of Report (date of earliest event reported):
                                November 24, 1998


                                 Biofield Corp.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


   Delaware                   0-27848                        13-3703450
- ---------------           ----------------           --------------------------
(State or other           (Commission File                 (IRS Employer
jurisdiction of               Number)                  Identification Number)
incorporation)


           1225 Northmeadow Parkway, Suite 120, Roswell, Georgia 30076
- -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Registrant's Telephone Number, including
                            area code: (770) 740-8180




                                 Not Applicable
                  --------------------------------------------
                 (Former Address, if changed since last report)




<PAGE>   2



Item 5.         Other Events.

                Attached hereto as Exhibit 99.1 is a copy of a press release
                dated November 24, 1998.


Item 7.         Financial Statements, Pro Forma Financial Information and 
                Exhibits.

                (c)   Exhibits.

                      99.1 Press Release issued by Biofield Corp. on 
                      November 24, 1998.





<PAGE>   3



                                   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, thereunto duly authorized.


                                                    Biofield Corp.

Date: November 30, 1998               By:  /s/ MICHAEL R. GAVENCHAK
      -----------------                    -------------------------------------
                                           Name:    Michael R. Gavenchak
                                           Title:   Executive Vice President





<PAGE>   1


                                                                    EXHIBIT 99.1

[BIOFIELD LETTERHEAD]







CONTACT:   D. Carl Long                                   Kevin McGrath
           President and Chief Executive Officer          Cameron Associates
           (770) 740-8180                                 (212) 245-8800



                              FOR IMMEDIATE RELEASE

         BIOFIELD ELIMINATING OPERATIONS; SEEKING STRATEGIC ALTERNATIVES

      ATLANTA, GA - November 24, 1998-Biofield Corp. (NASDAQ:BZET) today
announced that it has eliminated substantially all of its operations and is
reducing its staff from 35 full-time employees to fewer than ten in an effort to
reduce its costs and preserve its remaining capital. The company intends to
focus its efforts on seeking to license or sell its technology or pursue other
strategic alternatives. The company also stated that it no longer meets the
requirements for listing on the Nasdaq National Market.

     Biofield Corp. is a medical technology company that has developed an
innovative system for detecting breast cancer through the skin in a non-invasive
and objective procedure. The company is based in Atlanta.

Note:     This press release contains "forward looking statements" which are
          made pursuant to the safe harbor provisions of the Private Securities
          Litigation Reform Act of 1995. Investors are cautioned that all
          forward looking statements involve known and unknown risks,
          uncertainties, and other factors which may cause actual results,
          performance or achievements of the company to be materially different
          from any future results, performance or achievements expressed or
          implied by such forward looking statements. Factors that might cause
          such differences include, but are not limited to, risks and
          uncertainties related to the company's ability to meet capital needs,
          product development, FDA approval, government regulation, competition,
          market acceptance and other factors discussed under the heading
          "Cautionary Statements Regarding Forwarding-Looking Statements" in
          the company's reports filed with the Securities and Exchange
          Commission.



                                 BIOFIELD CORP.
          1225 Northmeadow Parkway - Suite 120 - Roswell, Georgia 30076
                    Phone: (770) 740-8180 Fax: (770) 740-9366




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