IMAGE GUIDED TECHNOLOGIES INC
8-K, 1998-08-25
MEASURING & CONTROLLING DEVICES, NEC
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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 ACT OF 1934



     Date of Report (Date of earliest event reported)        August 10, 1998
                                                     ---------------------------

                           Image Guided Technologies, Inc.
- --------------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)


          Colorado              1-12189              84-1139082
- --------------------------------------------------------------------------------
          (State or other     (Commission         (I.R.S. Employer
          jurisdiction        File Number)        Identification No.)
          of incorporation)


     5710-B Flatiron Parkway, Boulder, Colorado              80301
- --------------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip Code)


     Registrant's telephone number, including area code     (303) 447-0248
                                                       -------------------------

- --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report.)


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ITEM 5.  OTHER EVENTS.

     On August 10, 1998, Image Guided Technologies, Inc., announced that it had
executed a letter of intent with Founders Equity Inc. to secure equity financing
of between $1.5 and 2.5 million.  Founders Equity Inc. then revised the terms of
the equity financing proposal, and the revised terms were rejected by the Board
of Directors of Image Guided Technologies, Inc.

Exhibit
Number    Description of Exhibit
- ------    ----------------------

99.1      Press Release dated August 10, 1998, discussing letter of intent
          between Image Guided Technologies, Inc. and Founders Equity, Inc.



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.

                                    Image Guided Technologies, Inc.
                                    --------------------------------------------
                                   (Registrant)


     August 24, 1998               By /s/ Jeffrey J. Hiller
                                     -------------------------------------------
          (Date)                        (Signature)
                                        Jeffrey J. Hiller, Vice President
                                        and Chief Financial Officer


                                         -2-


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Exhibit 99.1

BOULDER, Colo., Aug. 10  -- Image Guided Technologies, Inc. (Nasdaq: IGTI)
announced today that it has executed a letter of intent with Founders Equity
Inc. to secure equity financing of between $1.5 to 2.5 million. Consummation of
the financing is subject to the execution of a stock purchase agreement whereby
Image Guided Technologies Inc. has agreed to sell to Founders Equity Inc. up to
$2.5 million of equity. The securities offered have not been registered under
the Securities Act of 1933, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.

Paul Ray, Chairman and CEO of Image Guided Technologies said, "This transaction
will provide funds for the Company's continued development of a new line of
image guided surgical instruments, investment in capital equipment at its
subsidiary, Brimfield Precision, Inc. and reduction of debt associated with the
acquisition of BPI."

The Nasdaq Stock Market, Inc. has notified the Company that it must demonstrate
compliance with The Nasdaq SmallCap listing requirements by August 21, 1998, and
the introduction of this equity should enable the Company to be in compliance.

Image Guided Technologies designs, develops, manufactures and markets products
for real-time, precise, free-hand, localization of points in 3D space. In
medical applications, FlashPoint determines the position of specially designed
surgical instruments relative to a patient's anatomy and CT or MR images during
Image guided surgical procedures. In industrial applications such as parts
inspection and motion tracking, the Company's Pixsys localizer measures the
position or shape of objects in 3D space, Brimfield Precision, Inc. is an ISO
9001 certified manufacturer of general and minimally invasive surgical
instruments and orthopedic implants.

Statements in this release that are not strictly historical may be
"forward-looking" statements, which involve risks and uncertainties. These
include, but are not limited to, potential fluctuations in operating results,
bank debt, dependence on few customers, technological changes protection of
intellectual property rights, competition, regulation by the FDA, risk of
product liability claims, possible changes in healthcare regulation, shortages
of labor and dependence on key management and technical personnel. See the
Company's most recent reports on Form 10-QSB and Form 10-KSB.


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