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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) October 7, 1999
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CHROMAVISION MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22677 75-2649072
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
33171 Paseo Cerveza, San Juan Capistrano, California 92675
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 443-3355
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 7, 1999 ChromaVision Medical Systems, Inc. ("ChromaVision")
completed a private placement of 1,775,000 newly issued shares of its common
stock (the "Shares") to selected investors, pursuant to certain Purchase
Agreements, dated as of September 24, 1999.
ChromaVision received $19,968,750 in gross proceeds from the sale of the
Shares, at a price of $11.25 per share. Net proceeds to ChromaVision from the
sale of the Shares were approximately $18.6 million. Prudential Vector
Healthcare Group, a division of Prudential Securities, Inc., acted as placement
agent for the private placement. A press release relating to the closing of the
private placement is included as Exhibit 99.1.
As a condition to the closing of the private placement, on September 28,
1999, ChromaVision filed with the Securities and Exchange Commission (the "SEC")
a registration statement (the "Registration Statement") relating to the resale
of the Shares. The SEC declared the Registration Statement effective on October
7, 1999.
ITEM 7. EXHIBITS.
99.1 Press Release, dated October 11, 1999
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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.
Date: October 15, 1999 CHROMAVISION MEDICAL SYSTEMS INC.
By: /s/ DOUGLAS S. HARRINGTON, M.D.
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Name: Douglas S. Harrington, M.D.
Its: Chief Executive Officer and
President
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page*
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99.1 Press Release, dated October 11, 1999
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EXHIBIT 99.1
[COMPANY LOGO]
MONDAY OCTOBER 11, 1999, 7:30 AM EASTERN DAYLIGHT TIME
COMPANY PRESS RELEASE
CHROMAVISION MEDICAL SYSTEMS, INC.
ANNOUNCES COMPLETION OF $20 MILLION
PRIVATE PLACEMENT OF COMMON SHARES
SAN JUAN CAPISTRANO, CALIF.--(October 11, 1999)--ChromaVision Medical Systems,
Inc. (Nasdaq: CVSN--news), developer of unique cellular imaging diagnostics and
manufacturer of the Automated Cellular Imaging System (ACIS(TM)), Monday
announced that it has closed the sale of an aggregate of 1,775,000 newly-issued
shares of its common stock to selected institutional and other accredited
investors.
The private placement was initially announced on Sept. 24, 1999 and was closed
on Oct. 7, 1999. The purchase price per share was $11.25. The net proceeds to
the company from the sale of the shares are approximately $18.6 million. The
funds will be used to provide working capital to continue to develop and
commercialize the ACIS products and for general corporate purposes.
Prudential Vector Healthcare Group, a division of Prudential Securities
Incorporated, acted as the placement agent for the sale of the shares.
ABOUT CHROMAVISION MEDICAL SYSTEMS
ChromaVision Medical Systems manufactures and markets an advanced cellular
imaging system designed to advance the detection, diagnosis and treatment of
cellular disease.
The Automated Cellular Imaging System (ACIS(TM)) combines proprietary,
color-based imaging technology with automated microscopy to bring unprecedented
sensitivity, accuracy and reproducibility to cancer, infectious disease and
genetic cell-based diagnostics.
ChromaVision currently markets its products to physicians and researchers in
university medical centers and commercial laboratories throughout the world.
ChromaVision Medical Systems was formed by XL Vision Inc., and is a Safeguard
Scientifics Inc. (NYSE:SFE) partnership company.
For more information on ChromaVision Medical Systems, Inc., visit the company's
Web site at http://www.chromavision.com.
The statements contained herein regarding ChromaVision Medical Systems, Inc.
contain forward-looking statements that involve risks and uncertainty. Future
events and the company's actual results could differ materially from the results
reflected in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, uncertainty of success in developing
any new diagnostic test, failure to obtain FDA clearance or approval for
particular applications and dependence on third parties for clinical testing.
ACIS is a trademark of ChromaVision Medical Systems, Inc.
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