<PAGE> 1
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):
December 2, 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
December 4, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by Biofield Corp. on December 4, 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: December 4, 1998 By: /s/ MICHAEL R. GAVENCHAK
---------------- --------------------------------
Name: Michael R. Gavenchak
Title: Executive Vice President
<PAGE> 1
EXHIBIT 99.1
[BIOFIELD LOGO]
CONTACT: D. Carl Long Kevin McGrath
President and Chief Executive Officer Cameron Associates
(770) 740-8180 (212) 245-8800
FOR IMMEDIATE RELEASE
BIOFIELD RECEIVES NASDAQ DELISTING NOTICE
ATLANTA, GA - December 4, 1998-Biofield Corp. (NASDAQ:BZET) today announced
that it has received a notice that the staff of The Nasdaq Stock Market has
determined to delist the Company's securities from The Nasdaq Stock Market. The
Company is appealing such determination, but there can be no assurance that the
Company's securities will continue to be traded on the Nasdaq Stock 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 o Suite 120 o Roswell, Georgia 30076
Phone: (770) 740-8180 Fax: (770) 740-9366