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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) December 29, 1998
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Image Guided Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 1-12189 84-1139082
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
5710-B Flatiron Parkway, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 447-0248
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On December 29, 1998, Image Guided Technologies, Inc., announced that
its stock would be quoted on the OTC-electronic bulletin board and would no
longer be traded on the NASDAQ SmallCap market.
On December 30, 1998, Image Guided Technologies, Inc., announced the
execution of an agreement to sell certain assets of its wholly owned subsidiary
Brimfield Precision, Inc. to Brimfield Acquisition Corp., an affiliate of
MedSource Technologies, Inc.
Effective January 1, 1999, Image Guided Technologies, Inc., hired Mr. Barry
E. Reifler to serve as its Vice President and Chief Financial Officer. Mr.
Reifler previously served as Vice President and Chief Financial Officer of
Hunter Fan Company in Memphis, Tennessee from October 1997 to April 1998, and as
Vice President and Chief Financial Officer of Microtel International, Inc. in
Ontario, California from February 1996 until September 1997. Prior to that time
Mr. Reifler served as Vice President, Chief Financial Officer and Chief
Operating Officer of Kleer-Vu Industries, Inc. in Compton, California from 1989
until 1996.
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Exhibit
Number Description of Exhibit
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99.1 Press Release dated December 29, 1998, discussing quotation on the
OTC-electronic bulletin board.
99.2 Press Release dated December 30, 1998, discussing execution of
Agreement
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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.
Image Guided Technologies, Inc.
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(Registrant)
January 8, 1999 By /s/ Barry E. Reifler
(Date) ------------------------------------
(Signature)
Barry E. Reifler, Vice President and
Chief Financial Officer
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Exhibit 99.1
BOULDER, CO December 29, 1998 - Image Guided Technologies, Inc. (BSE: IGK) said
that as of the close of business Monday, December 28, 1998, its stock will no
longer be traded on the Nasdaq SmallCap market and will continue to be traded on
the Boston Stock Exchange. IGT's stock will also be quoted on the OTC-bulletin
board.
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
ISO9001 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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Exhibit 99.2
BOULDER, CO December 30, 1998 - Image Guided Technologies, Inc. (BSE: IGK)
announced that it has signed an asset purchase agreement for the sale of the
orthopedic and general instrument business units of IGT's subsidiary, Brimfield
Precision Inc., to MedSource Technologies, Inc. The Purchase price is $6
million in cash plus the assumption of certain liabilities, subject to
adjustment. The closing is contingent upon satisfaction of certain conditions
and is expected to occur by mid-February.
Paul Ray, President and CEO said "The execution of the asset purchase agreement
with MedSource represents an important milestone for IGT. The proceeds from
this transaction, when closed, will be used to reduce debt and associated
interest expense. In addition to having a positive financial impact on the
Company, the divestiture of these business units will allow IGT and its
remaining minimally invasive surgical instrument business unit, located in
Springfield, MA, to more effectively focus on its core business of image guided
surgery products."
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
ISO9001 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.
