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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):
NOVEMBER 22, 1999
TRIPATH IMAGING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22885 55-1995728
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
780 PLANTATION DRIVE, BURLINGTON, NORTH CAROLINA 27215
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(336) 222-9707
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ITEM 5. OTHER EVENTS.
TriPath Imaging, Inc. has announced its results of operations for the
month ended October 31, 1999, its first full month as a combined company. Filed
herewith as Exhibit 99.1 is a copy of a press release that was issued November
22, 1999 describing these results.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by the registrant on November 22, 1999.
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.
Date: December 3, 1999 TRIPATH IMAGING , INC.
By: /s/ Eric W. Linsley
---------------------------------
Eric W. Linsley
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press release issued by the registrant on November 22, 1999.
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EXHIBIT 99.1
SOURCE: TriPath Imaging, Inc.
TRIPATH IMAGING ANNOUNCES OCTOBER FINANCIAL RESULTS, STATUS OF CURRENT BUSINESS
DEVELOPMENTS
BURLINGTON, N.C., Nov. 22 /PRNewswire/ -- TriPath Imaging, Inc. (Nasdaq: TPTH -
news; "TriPath" or "the Company") today announced results of operations for the
month ended October 31, 1999, its first full month as a combined company.
TriPath was formed on September 30, 1999 through the merger of AutoCyte, Inc.
and NeoPath, Inc.
Revenues for the month of October were $2.1 million, with a net loss of $1.0
million, or $0.04 per share. Excluding interest, taxes and non-cash charges, the
Company's net loss ("EBITDA") was $239,000. At October 31, 1999, the Company had
cash and cash equivalents of $15.5 million, current assets of $29.9 million and
total stockholders' equity of $48.9 million.
TriPath also announced that it has expanded its equipment financing agreement
with Norwest Financial Leasing, Inc. ("Norwest"). Norwest is currently providing
equipment financing to TriPath's customers purchasing the AutoCyte PREP
System(TM) ("PREP"), the Company's proprietary automated thin- layer preparation
system. TriPath and Norwest have expanded this agreement to include financing
for customers acquiring the AutoPap(R) Primary Screening System ("AutoPap"),
TriPath's proprietary device for automated screening of conventional Pap smear
slides. Under the new agreement, Norwest has agreed to finance certain existing
AutoPap systems placed under fee-per-use contracts. Additionally, Norwest has
agreed to finance new eligible fee-per- use placements of the AutoPap. Norwest
is a wholly owned subsidiary of Norwest Financial, specializing in financing
programs for clinical laboratory and medical equipment.
Dr. James B. Powell, President and CEO of TriPath, commented, "We are extremely
pleased with our financial results for the month of October, our first month as
a combined company. Fee-per-use revenues from the installed AutoPap systems
remained on plan, and we continue to place new PREP systems at customer
locations. We expect that sales of the PREP test kits will continue to grow as
these new customers are trained and installed. On the cost side, we have
maintained our diligence in managing our operating expenditures. We are
encouraged by our progress to date as we transition from a company focused on
technology development to a company focused on revenue growth."
"We are also very excited about our recently announced relationship with
Laboratory Corporation of America Holdings ("LabCorp(R)"), the nation's second
largest clinical laboratory. The three-year agreement calls for TriPath to
supply LabCorp(R) with PREP systems and related consumables. We look forward to
working with LabCorp(R) and ensuring a mutually successful relationship."
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Dr. Powell continued, "Our new agreement with Norwest is an important step in
our financing strategy for TriPath. The agreement will benefit TriPath
tremendously by allowing us to finance the placement of new and existing AutoPap
systems that are placed under fee-per-use contracts, as well as new PREP
placements. This financing arrangement will enable us to focus our cash
resources into selling and marketing efforts for our products."
Dr. Powell added, "We also want to update our investors on the status of the
lawsuit that has been filed against us by Cytyc. We continue to maintain that
this suit is without merit and that the court will resolve the suit in our
favor. We believe that Cytyc has made an error in their testing of the CytoRich
preservative fluid, or that their sample was somehow contaminated in their lab.
We have performed extensive testing on vials from the same production lot and
have found no EDTA, even as a trace contaminant. Thus far, we have not had the
opportunity to perform our own testing on the same vials that Cytyc tested.
Given that Cytyc has elected to pursue this meritless lawsuit as part of their
competitive strategy, we have no choice but to follow the process to the bitter
end. Unfortunately, this may require counter-claims of a material nature."
Dr. Powell concluded, "I want to reassure our investors and our customers that
TriPath will continue to compete on the merits of our products and our
technology. We will welcome feedback on the performance of our products since
such feedback will lead to improvements that will ultimately improve women's
healthcare. In short, we will continue to compete aggressively, fairly and in a
manner that the cytology community deserves. We appreciate the support of all of
our stakeholders as we work to make TriPath the leading supplier of cervical
cytology screening products."
TriPath Imaging develops, manufactures and markets products to improve cancer
screening. Improved slide preparation technology is delivered through the
AutoCyte PREP System(TM), a proprietary automated thin-layer cytology sample
preparation system that produces representative slides with a homogeneous,
thin-layer of cervical cells, and is one of only two sample preparation systems
approved by the FDA as a replacement for the conventional Pap smear. The
AutoCyte PREP System(TM) produced significantly fewer Unsatisfactory and
Satisfactory But Limited By ("SBLB") cases as compared to the conventional Pap
smear. TriPath delivers visual intelligence technology to increase accuracy and
productivity in medical testing through the AutoPap(R) Primary Screening System,
which utilizes proprietary technology to distinguish between normal Pap smears
and those that have the highest likelihood of abnormality. In May 1998, AutoPap
was approved by the FDA as the first and only fully automated device for primary
screening of Pap smear slides. On October 6, 1999, TriPath announced submission
of a supplement to the FDA for the screening of PREP slides by the AutoPap(R)
Primary Screening System.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that statements in this press release which are not strictly
historical statements constitute forward-looking statements which involve risks
and uncertainties including, without limitation, risks associated with
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uncertainties regarding FDA approval, uncertainties regarding market acceptance
and additional cost, risks associated with technological change, the Company's
history of operating losses and the uncertainty of future profitability,
dependence on a limited number of products, dependence on third-party
reimbursement, limited marketing and sales experience, limited number of
customers and lengthy sales cycle, risks of adverse changes in general economic
conditions, and in the healthcare industry specific risks associated with
competition and competitive pricing pressures, and other risks detailed in the
Company's filings with the Securities and Exchange Commission.
Contact: Dr. James B. Powell, President & Chief Executive Officer, or
Eric W. Linsley, Chief Financial Officer
TriPath Imaging, Inc., (336) 222-9707
NOTE TO INVESTORS AND EDITORS: TriPath's press releases are available on the
Internet through PR Newswire's web site at http://www.prnewswire.com. The
releases are also available at no charge through PR Newswire's Company News
On-Call fax service at 800-758-5804, extension 116041.
TriPath Imaging, Inc.
Selected Financial Data
(In thousands, except per share data)
(Unaudited)
Statement of Operations Month Ended
October 31, 1999
Revenues $ 2,054
Gross profit 1,120
Operating expenses 2,159
Net loss 1,002
Net loss per share $ (0.04)
Weighted-average common
shares outstanding 28,099
EBITDA $ (239)
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Balance Sheet October 31, 1999
Cash & cash equivalents $15,535
Current assets 29,889
Working capital 18,769
Long-term debt 1,121
Stockholders' equity $48,919
SOURCE: TriPath Imaging, Inc.
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