<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.
2
<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
3
<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)
2