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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)
June 3, 1999
NITINOL MEDICAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21001 95-4090463
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
27 Wormwood Street
Boston, Massachusetts 02210
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (617) 737-0930
___________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On June 3, 1999, the shareholders of Nitinol Medical Technologies, Inc.
(the "Company") approved a Certificate of Amendment to the Company's Second
Amended and Restated Certificate of Incorporation (the "Certificate of
Amendment"), which changed the Company's name to NMT Medical, Inc. The change in
the Company's name reflects the Company's transition from a nitinol-based
medical device manufacturer to a company supplying a broad range of medical or
health care related products. On June 3, 1999, the Company filed the Certificate
of Amendment with the Secretary of State's Office for the State of Delaware.
On June 3, 1999, the Company issued a press release regarding shareholder
approval of the Certificate of Amendment. A copy of this press release is
attached as an exhibit to this Form 8-K and is incorporated herein by reference.
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Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit Number Description
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99.1 Press Release dated June 3, 1999
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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 hereunto duly authorized.
June 3, 1999
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ William J. Knight
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William J. Knight,
Vice President - Finance and Administration
and Chief Financial Officer
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Index to Exhibits
Exhibit Number Description
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99.1 Press Release dated June 3, 1999
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[LETTERHEAD OF FRB APPEARS HERE]
The Financial Relations Board Inc.
FOR FURTHER INFORMATION:
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
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Thomas M. Tully General Info: Paula Schwartz
President & CEO Analyst Info: Brian Gill
(617) 737-0930 Media Info: Deanne Eagle
(212) 661-8030
FOR IMMEDIATE RELEASE
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June 3, 1999
NITINOL MEDICAL TECHNOLOGIES ANNOUNCES SHAREHOLDER APPROVAL
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OF NAME CHANGE TO NMT MEDICAL, INC,
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Shareholders Also Ratify Election of All Seven Members of the Board of Directors
Boston, MA, June 3, 1999 - Nitinol Medical Technologies, Inc., (d/b/a "NMT
Medical") (Nasdaq/NMS;NMTI) today announced that at its Annual Meeting held this
morning, shareholders approved the official change in the Company's name to NMT
Medical, Inc. Shares of NMT Medical will continue to trade on the Nasdaq
National Market under the symbol NMTI.
The Company also announced that its shareholders had ratified the election of
all seven members of the Board of Directors.
Thomas M. Tully, President and Chief Executive Officer of NMT Medical said that
the Company decided to change its name in order to better reflect the
diversified range of products it now offers. The Company was founded in 1986 to
design, develop and commercialize medical devices specifically engineered using
thermal shape-memory nitinol, a nickel-titanium alloy. The Company's first two
FDA-approved products, the Simon Nitinol Vena Cava Filter(R) and the
Symphony(TM) stent, were both among the first medical devices to be fabricated
from thermal shape-memory nitinol.
In recent years, however, NMT Medical has expanded its product portfolio through
the acquisition of the CardioSEAL(R) Septal Occluder (a cardiac implant
designed to close holes in the heart), NMT Neurosciences (a division of NMT
Medical which provides a number of market leading products for the neurosurgery
market), and a minority investment in Image Technologies Corporation ( a
privately held company which is developing products aimed at the endoscopic
market).
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Nitmol Medical Technologies Announces
Shareholder Approval of Name Change to NMT Medical, Inc.
Page 2
NMT Medical designs, develops and markets innovative medical devices that
utilize advanced technologies and are delivered by minimally invasive
procedures. The Company's products are designed to offer alternative approaches
to existing complex treatments, thereby reducing patient trauma, shortening
procedure, hospitalization and recovery times, and lowering overall treatment
costs. The Company's medical devices include self-expanding stents, vena cava
filters and septal repair devices. The NMT Neurosciences division serves the
needs of neurosurgeons with a range of products including cerebral spinal fluid
shunts, the Selector (R) Ultrasonic Aspirator, Ruggles (TM) Surgical
Instruments, the Spetzler (TM) Titanium Aneurysm Clip, and endoscopes and
instrumentation for minimally invasive surgery.
Image Technologies Corporation is a privately held company, owned 23% by NMT
Medical, Inc., which is developing a line of advanced imaging products for
minimally invasive surgery which require less equipment, are easier to use,
reduce procedure time and personnel requirements, improve operating room
efficiency and reduce overall treatment costs.
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties or 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 a difference include, but are not limited to, those discussed under
the heading "Certain Factors That May Affect Future Results" included in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
To receive NMT Medical's latest news release and other corporate documents via
FAX- at no cost - please dial 1-800-PRO-INFO. Enter the Company's symbol NMTI.
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