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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) September 28, 2000
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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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 28, 2000 ChromaVision Medical Systems, Inc.
("ChromaVision") consummated the private placement of an aggregate of 560,693
newly issued shares of its Common Stock and warrants to purchase an aggregate of
56,070 additional shares of its Common Stock to two institutional investors, a
wholly-owned subsidiary of Safeguard Scientifics, Inc. and incuVest LLC. The
purchase price per share was $12.48 and was based upon an average of high and
low trading prices of ChromaVision's Common Stock for a 20-day period prior to
the sale.
ChromaVision has also agreed to issue aditional shares of its Common
Stock and warrants to purchase Common Stock to one of the investors for an
aggregate purchase price of $5,000,000 prior to December 31, 2000. Of the
$12,000,000 aggregate purchase price, $5,000,000 was purchased by a wholly-owned
subsidiary of Safeguard Scientifics, Inc., $2,000,000 was purchased by incuVest
LLC, a private investment fund and an existing stockholder of ChromaVision and
the remaining $5,000,000 will also be purchased by incuVest LLC. Safeguard
Scientifics, Inc. already held approximately 27% of ChromaVision's outstanding
shares. The shares still to be purchased by incuVest will be priced at a small
premium over the $12.48 per share to reflect the time value of money resulting
from the later closing date.
ITEM 5. OTHER EVENTS.
On September 28, 2000 ChromaVision amended its Stockholder Rights Plan,
which had been adopted in March 1999 and was amended by the Amendment to Rights
Agreement dated as of June 21, 1999. The Stockholder Rights Plan provides for
the distribution of rights to purchase additional shares of capital stock of
ChromaVision in the event any person, entity or group acquires beneficial
ownership of 15% or more of the outstanding Voting Shares of ChromaVision.
"Voting Shares" is defined in the Plan to mean Common Stock and any other shares
of capital stock of the Company entitled to vote generally in the election of
directors or to approve any merger, consolidation, sale of all or substantially
assets of the Company, liquidation, dissolution or winding up. Presently the
only Voting Shares outstanding are the shares of Common Stock.
The Plan included an exception for acquisitions of shares by persons,
entities or groups who, as of February 10, 1999, were the beneficial owner of
more than 15% of the outstanding shares of Common Stock of the Company. (These
beneficial owners are refered to below as "Existing 15% Owners.") That exemption
in the Plan applied only if (1) an Existing 15% Owner continued to own at least
15% of the Voting Shares of the Company and (2) did not acquire additional
Voting Shares which would cause the Existing 15% Owner's beneficial ownership of
Voting Shares to exceed 40% of the number of shares outstanding.
Amendment No. 2 to the Plan makes three changes. First, it exempts from
the provision described above the acquisition of 400,495 shares of Common Stock
and warrants to purchase an additional 40,050 shares of Common Stock acquired by
Safeguard Delaware, Inc., a
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wholly-owned subsidiary of Safeguard Scientifics, Inc. from ChromaVision in a
private placement on September 28, 2000. Second, it amends the definition of
"15% Stockholder" to exclude any Exempted Group. Third, it defines Exempted
Group as any group consisting of Safeguard Scientifics, Inc., its affiliates and
associates, and incuVest LLC, a limited liability company and its affiliates and
associates, but only so long as (i) Safeguard Scientifics, Inc. and its
affiliates and associates beneficially own more than a majority of the Voting
Shares of ChromaVision beneficially owned in the aggregate by Safeguard
Scientifics, Inc., its affiliates and associates, incuVest LLC and its
affiliates and associates and (ii) Safeguard Scientifics, Inc., its affiliates
and associates, and incuVest LLC and its affiliates and associates do not
beneficially own in the aggregate more than 45% of the Voting Shares of
ChromaVision then outstanding.
ITEM 7. EXHIBITS.
2.1 Stock Purchase Agreement dated September 28, 2000 between
ChromaVision, Safeguard Delaware, Inc., a wholly-owned subsidiary of Safeguard
Scientifics, Inc., and incuVest LLC.
4.1. Summary of the Rights issued pursuant to the Rights
Agreement.*
4.2. Rights Agreement, dated as of February 10, 1999, between
ChromaVision and Harris Trust Company of California, as Rights Agent.*
4.3. Amendment to Rights Agreement dated June 21, 1999 between
ChromaVision and Harris Trust Company of California, as Rights Agent.**
4.4 Certificate of Designations of Series C Preferred Stock.*
4.5 Amendment No. 2 to Rights Agreement dated September 28,
2000 between ChromaVision and Harris Trust Company of California, as Rights
Agent.
*Incorporated by reference from the Registrant's Current
Report on Form 8-K filed with the Securities Exchange
Commission on March 12, 1999.
**Incorporated by reference from the Registrant's Current
Report on Form 8-K filed with the Securities Exchange
Commission on July 2, 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 10, 2000 CHROMAVISION MEDICAL SYSTEMS INC.
By: /s/ Kevin C. O'Boyle
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Name: Kevin O'Boyle
Its: Senior Vice President of Operations
and Chief Financial Officer
(Duly Authorized Officer of the
Registrant)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page*
------ ----------- --------------
<S> <C> <C>
2.1 Stock Purchase Agreement dated September 28, 2000
between ChromaVision, Safeguard Delaware, Inc., a
wholly-owned subsidiary of Safeguard Scientifics, Inc.,
and incuVest LLC.
4.1 Summary of the Rights issued pursuant to the
Rights Agreement *
4.2 Rights Agreement, dated as of February 10,
1999, between ChromaVision and
Harris Trust Company of California, as
Rights Agent *
4.3 Amendment to Rights Agreement dated June 23,
1999 between ChromaVision and Harris Trust
Company of California, as Rights Agent. **
4.4 Certificate of Designations of Series C Preferred
Stock *
4.5 Amendment No. 2 to Rights Agreement dated
September 28, 2000 between ChromaVision and
Harris Trust Company of California, as Rights Agent.
</TABLE>
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*Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Securities Exchange Commission on March 12, 1999
**Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Securities Exchange Commission on July 2, 1999.
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