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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
May 17, 1999
AUTOCYTE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21134 04-2893483
(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 2. Acquisition or Disposition of Assets
On May 17, 1999, AutoCyte, Inc. ("AutoCyte") completed its acquisition of the
intellectual property estate of Neuromedical Systems, Inc. ("NSI"). The
acquisition was structured as a purchase by a wholly owned subsidiary of
AutoCyte of the entire patent estate, trademarks, regulatory applications,
clinical data and all other intellectual and intangible property rights relating
to the business of NSI, as well as the right to pursue any claims relating to
the patent estate, including pending claims against NeoPath, Inc. ("NeoPath"),
all pursuant to an Asset Purchase Agreement by and between AutoCyte and NSI
dated as of March 25, 1999 (the "Purchase Agreement"). The aggregate purchase
price for these NSI assets was $4.0 million in cash, paid from existing cash on
hand, and 1.4 million shares of common stock, $0.01 par value, of AutoCyte
("AutoCyte Common Stock").
The amount of cash and the number of shares of AutoCyte Common Stock delivered
as the purchase consideration together were determined through arms-length
negotiation between the parties. There was no material relationship between NSI
or its stockholders and AutoCyte or any of its affiliates, directors or
officers, or any associate of an AutoCyte director or officer.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits.
2.1 Asset Purchase Agreement by and between AutoCyte and
NSI dated as of March 25, 1999. Previously filed as
Exhibit 10.2 to AutoCyte's Quarterly Report of Form
10-Q for the Quarterly Period ended March 31, 1999
(Commission File No. 0-21134) and incorporated herein
by reference.
99.1 Press release dated May 18, 1999. Filed herewith.
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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.
Date: June 1, 1999 AUTOCYTE, INC.
By: /s/ William O. Green
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William O. Green
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2.1 Asset Purchase Agreement by and between AutoCyte and NSI dated
as of March 25, 1999. Previously filed as Exhibit 10.2 to
AutoCyte's Quarterly Report of Form 10-Q for the Quarterly
Period ended March 31, 1999 (Commission File No. 0-21134) and
incorporated herein by reference.
99.1 Press release dated May 18, 1999. Filed herewith.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
AUTOCYTE COMPLETES ACQUISITION OF PATENT ESTATE
OF NEUROMEDICAL SYSTEMS
Burlington, N.C. May 18 - AutoCyte, Inc. (Nasdaq: ACYT) announced today that it
has completed its acquisition of the intellectual property estate of
Neuromedical Systems, Inc. (NSI; Nasdaq: NSIX). "We are very pleased to complete
this important element of AutoCyte's initiative to expand our Company's horizons
through the strategic consolidation of complementary technologies," said James
B. Powell, M.D., President and CEO. "Completion of this transaction solidifies
AutoCyte's position as the leader in interactive cytological screening and
further positions the Company to meet the requirements of major clinical
laboratories."
On March 25 of this year, AutoCyte entered into a definitive agreement to
acquire the entire patent estate, trademarks, regulatory applications, clinical
data and all other intellectual and intangible property rights relating to the
business of NSI, as well as the right to pursue any claims relating to the
patent estate including pending claims against NeoPath, Inc. Concurrent with the
execution of the agreement, NSI filed a voluntary Chapter 11 petition in the
U.S. Bankruptcy Court for the District of Delaware. On May 17 the bankruptcy
court confirmed the agreement, and the transaction was closed. AutoCyte acquired
these NSI assets for $4.0 million in cash and the issuance of 1.4 million shares
of AutoCyte common stock.
Dr. Powell continued, "NSI developed interactive technology for the computerized
screening of conventional Pap smears. AutoCyte's own computerized screening
product, the AutoCyte SCREEN System, emphasizes interactive screening of next
generation liquid-based preparations (LBPs), such as those prepared by the
AutoCyte PREP System. Together, these technologies allow us to offer the entire
range of interactive methods for cytology screening, including interactive
methods for primary and adjunctive screening of both conventional Pap smears and
LBPs."
On April 26 of this year AutoCyte announced that it had entered into a
definitive agreement in which NeoPath, Inc. (NASDAQ: NPTH), another company
involved in cervical cancer screening technology, agreed to acquire an undivided
interest in the intellectual property estate that AutoCyte had agreed to acquire
from NSI, subject to certain conditions. Additionally, the agreement provides
that the pending NeoPath patent infringement litigation over certain NSI patents
will be terminated. For these intellectual property rights, NeoPath will pay
AutoCyte $2.2 million in cash and issue to AutoCyte 1,230,000 shares of NeoPath
common stock by September 1, 1999.
Further, on March 23, 1999, AutoCyte and NeoPath announced that they had agreed
to cooperate in preparing a clinical trial supplement for the screening of
AutoCyte PREP System slides by NeoPath's AutoPap(R) Primary Screening System.
Clinical testing in preparation of this supplement is currently underway.
AutoCyte develops, manufactures and markets the only integrated automated sample
preparation and image analysis system to support cytotechnology professionals in
cervical cancer screening. AutoCyte is currently pursuing regulatory approval of
its products for sale in the United States and has begun sales in several
foreign countries. The Company's integrated system is comprised of the AutoCyte
PREP System for sample preparation and the AutoCyte SCREEN System for
computerized image analysis. The FDA has notified the Company that it has
completed a successful review of the clinical data in AutoCyte's PMA application
for the PREP system. AutoCyte must complete labeling discussions and other final
steps in the PMA review process. AutoCyte SCREEN analyzes cervical sample
microscope slides prepared by AutoCyte PREP.
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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
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: William O. Green, Chief Financial Officer, AutoCyte, Inc., 800-426-2176
NOTE TO INVESTORS AND EDITORS: AutoCyte'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.
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