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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 1997
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CLOSURE MEDICAL CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-28748 56-1959623
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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5265 Capital Boulevard, Raleigh, North Carolina 27616
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 876-7800
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TRI-POINT MEDICAL CORPORATION
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On January 13, 1997, Tri-Point Medical Corporation, a Delaware corporation
(the "Company"), announced by a press release that it had changed its name to
Closure Medical Corporation. The Company effected the name change pursuant to
Section 253 of the Delaware General Corporation Law.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
3.1 Restated Certificate of Incorporation. (Exhibit 3.1)(1)
3.2 Certificate of Ownership and Merger Merging Closure Medical
Corporation with and into Tri-Point Medical Corporation.
99.1 Press Release dated January 13, 1997.
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(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-1
(File No. 333-5425) filed with the Commission on June 7, 1996, as amended.
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SIGNATURE
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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.
CLOSURE MEDICAL CORPORATION
Date: January 13, 1997 By:/s/ Robert V. Toni
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Robert V. Toni
President and Chief Executive Officer
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Exhibit Index
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Exhibit Page
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3.1 Restated Certificate of Incorporation. (Exhibit 3.1)(1)
3.2 Certificate of Ownership and Merger Merging Closure Medical
Corporation with and into Tri-Point Medical Corporation.
99.1 Press Release dated January 13, 1997.
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(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-1
(File No. 333-5425) filed with the Commission on June 7, 1996, as amended.
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EXHIBIT 3.2
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CLOSURE MEDICAL CORPORATION
WITH AND INTO
TRI-POINT MEDICAL CORPORATION
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Pursuant to Section 253 of
the Delaware General Corporation Law
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Tri-Point Medical Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That the Company was incorporated on February 20, 1996,
pursuant to the General Corporation Law of the State of Delaware (the "DGCL").
SECOND: That the Company owns all of the outstanding capital stock of
Closure Medical Corporation (the "Subsidiary Corporation"), a Delaware
corporation incorporated on December 23, 1996 pursuant to the DGCL.
THIRD: That the Company, by resolutions of its Board of Directors
duly adopted on December 11, 1996, as set forth on Exhibit A hereto, determined
to merge into itself the Subsidiary Corporation (the "Merger").
FOURTH: That upon the effectiveness of the Merger, the name of the
Company as specified in Article I of the Company's RESTATED Certificate of
Incorporation shall be changed to:
Closure Medical Corporation
FIFTH: That this Certificate of Ownership and Merger shall become
effective at 12:01 a.m. on January 13, 1997.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Ownership and Merger to be duly executed in its corporate name on the 2nd day of
January, 1997, in accordance with Sections 103 and 253 of the Delaware General
Corporation Law.
TRI-POINT MEDICAL CORPORATION
By: /s/ Robert V. Toni
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Name: Robert V. Toni
Title:President and Chief Executive
Officer
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EXHIBIT 99.1
Tri-Point Medical Corporation Changes Name to CLOSURE Medical Corporation; New
Name Conveys Primary Benefits of Company's Products
RALEIGH, N.C., Jan. 13/PRNewswire/ - -Tri-Point Medical Corporation
(Nasdaq: TPMC) announced today that its Board of Directors has approved a change
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in the name of the Company to CLOSURE Medical Corporation (Nasdaq: CLSR).
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Effective January 13, 1997, the Company will trade under its new name and symbol
on the Nasdaq exchange.
The management team acted to change the name of the company to CLOSURE
Medical Corporation to better convey the "wound closure" benefits of the
Company's tissue cohesive products to customers and shareholders, and to the
surgeons and medical professionals who may soon be routinely using CLOSURE
Medical Corporation(TM)'s tissue cohesive products.
"Our original name reflected our beginnings as primarily a research-based
enterprise in the Research Triangle of North Carolina," said Bob Toni, President
and Chief Executive Officer. "Our new name conveys not only our heritage, but
the focus and future of our Company. The CLOSURE Medical Corporation name and
the tag line, Innovators in Tissue Cohesives, will serve as a platform from
which we will develop brand names and obtain trademarks for our continuously
evolving products, which will dramatically change wound closure treatment."
Last month, the Company announced the filing of a premarket approval
application (PMA) with the FDA for TraumaSeal(TM), its topical tissue cohesive,
used to close wounds caused by skin lacerations and incisions, and minimally
invasive surgery and plastic surgery procedures, which today are primarily
closed by surgical staples or sutures. The PMA was granted "expedited
processing" by the Office of Device Evaluations. The Company has a marketing
agreement with Ethicon, Inc., a division of Johnson & Johnson, for the exclusive
worldwide marketing and distribution rights to TraumaSeal.
CLOSURE Medical Corporation develops, commercializes and manufactures
medical tissue cohesive products based on its proprietary cyanoacrylate
technology. The nonabsorbable tissue cohesive products may be used to replace
sutures and staples for certain topical wound closure applications, while its
absorbable tissue cohesive products can potentially be used as surgical sealants
and tissue cohesives for internal wound closure and management. Currently
marketed tissue cohesive products include Octyldent(R), used as an adjunct in
the treatment of adult periodontal disease, and Nexaband(R), a line of topical
tissue cohesives used in veterinary wound closure and management.
This release contains certain forward-looking statements which involve
known and unknown risks, delays, uncertainties or other factors not under the
Company's control which may cause actual results, performance or achievements of
the Company to be materially different from the results, performance, or other
expectations implied by these forward-looking statements. These factors
include, but are not limited to, those detailed in the Company's periodic
filings with the Securities and Exchange Commission.
To receive CLOSURE Medical Corporation's latest news release and other
corporate documents via FAX -- at no cost -- dial 1-800-PRO-INFO. Use Company's
ticker-CLSR.
CONTACT: Robert V. Toni, President & CEO, Blount Swain, CFO, both of CLOSURE
Medical Corporation, 919-876-7874; or Paul G. Henning, general info, or Brian
Gill, investors, or Deanne Eagie, media, all of the Financial Relations Board,
212-661-8030
