CARDIOTECH INTERNATIONAL INC
8-K, 1999-06-02
PHARMACEUTICAL PREPARATIONS
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<PAGE>

                      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):  May 25, 1999


                        CARDIOTECH INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)


                                   000-28034
                                  (Commission
                                 File Number)


            Massachusetts                               04-3186647
           ----------------                         -------------------
           (State or other                            (IRS Employer
           jurisdiction of                          Identification No.)
           incorporation)


                              78-E Olympia Avenue
                               Woburn, MA 01801
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code:  (781) 933-4772


                                      N/A
        --------------------------------------------------------------
        (Former name or former address, if changed since last report.)
<PAGE>

Item 5.   Other Events.

     On May 25, 1999, the Registrant publicly disseminated a press release
announcing that the Registrant has entered into a definitive business
combination agreement with Tyndale Plains-Hunter, Ltd., a New Jersey
corporation. The information contained in the press release is incorporated
herein by reference and filed as Exhibit 99.1 hereto.

Item 7.  Financial Statements and Exhibits.


(c)  Exhibits.

     99.1     The Registrant's Press Release dated May 25, 1999.

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<PAGE>

                                  SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934,
CardioTech International, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



Date:  June 1, 1999          CARDIOTECH INTERNATIONAL, INC.



                              By: /s/ Michael Szycher
                                  ------------------------
                                  Michael Szycher, Ph.D.
                                  Chief Executive Officer

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<PAGE>

                                                                    EXHIBIT 99.1

          CardioTech International, Inc. To Acquire Manufacturer of
                            Specialty Polyurethanes


For Immediate Release
- ---------------------

     Woburn, MA (May 25, 1999) CardioTech International, Inc., (AMEX: CTE)

today announced that it will acquire Tyndale-Plains Hunter, LTD (TPH) for a

total of $1,075,000 consisting of  446,153 shares of  common stock based on a

valuation of $1.625 per share and $350,000 cash.

     TPH is a leader in the manufacture of hydrophilic polyurethanes.

Hydrophilic polyurethanes are used to provide permanent lubricity to the surface

of medical devices, improve blood compatibility and act as drug delivery

systems.  In addition, hydrophilic polyurethanes are used in personal care

products such as hair creams, mousses, skin creams, etc.

     Dr. Michael Szycher, CEO of CardioTech stated,  "We are glad to add a

company that had about $600,000 in sales in its last fiscal year.  Also, most of

the current TPH personnel have agreed to stay with CardioTech, thereby helping

to smooth the transition. We welcome the addition of these experienced workers

to our growing technical and developmental staff."

     Michael Adams, Chief Operating Officer, and a pivotal force in the

acquisition commented, "With the addition of the TPH line of hydrophilic

polyurethanes,  CardioTech will become the only company in the country with an
<PAGE>

established  full line of premium polyurethane elastomers, ranging from

hydrophilic (water loving) to hydrophobic (water repellent). This will help

consolidate our goal of becoming the premier supplier of specialty

polyurethanes."

     CardioTech International, Inc., with operations in Woburn, MA and

Brymbo, Wrexham, UK, designs and manufactures polyurethane-based vascular graft

devices for the treatment of late-stage cardiovascular disease.  Additionally,

the Company synthesizes and manufactures medical grade polyurethane for use in

the development of implantable medical devices.


          The Company believes that this release may contain forward-looking
     statements that are subject to risks and uncertainties, including
     statements regarding the future revenues of TPH. Such statements are based
     on management's current expectations and are subject to a number of factors
     that could cause actual results to differ materially from the forward-
     looking statements. The Company cautions investors that there can be no
     assurance that actual results will not differ materially from those
     projected or suggested in such forward-looking statements, as a result of
     various factors, including but not limited to the following: the Company's
     ability to successfully manage its growth and integrate TPH into its
     operations, the Company's ability to successfully manufacture, market, and
     distribute its products, the Company's ability to obtain financing to
     support its working capital needs, intense competition related to the
     development of synthetic grafts and difficulties inherent in developing
     synthetic grafts. As a result, the Company's further development involves a
     high degree of risk.

Contact:
Michael Szycher, Ph.D.
Chief Executive Officer
781-933-4772
(May 25, 1999)

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