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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported): November 9, 1998.
INTERMAGNETICS GENERAL CORPORATION
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(Exact name of registrant as specified in its charter.)
Commission File Number 1-11344
New York 14-1537454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road,
Latham, New York 12110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 782-1122
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Item 5. Other Events
See Attached Press Release
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Intermagnetics General Corporation
450 Old Niskayuna Road
P.O. Box 461
Latham, NY 12110-0461
AMEX: IMG
Web Site: www.igc.com
At Intermagnetics General Corporation: At The Financial Relations Board:
Carl H. Rosner Cathy Yudzevich Karl Plath Margaret Huebner
Chairman & CEO Investor Relations General Inquiries Analyst Inquiries
(518) 782-1122 (518) 782-1122 (312) 640-6738 (312) 640-6725
INTERMAGNETICS FILES SUIT AGAINST TREX MEDICAL
LATHAM, NY November 9, 1998 -- Intermagnetics General Corporation
(AMEX:IMG) announced today it has filed suit against Trex Medical Corporation
(AMEX:TXM) alleging that Trex has breached and repudiated the parties'
Distributorship Agreement. Under the Agreement, which was executed on November
10, 1997, Intermagnetics appointed Trex the exclusive distributor of
Intermagnetics' permanent magnet-based clinical magnetic resonance (MR) imaging
system. The Company's complaint was filed in United States District Court for
the District of Connecticut.
Among other claims, Intermagnetics alleges that Trex misrepresented
material facts in order to induce the Company to enter into the contract, and
violated the Connecticut Unfair Trade Practices Act. As required by that
statute, Intermagnetics is sending a copy of its complaint to the Attorney
General of Connecticut.
The dispute arises out of Trex's failure to promote, market and
distribute the Company's MR Imaging system as contemplated in the Agreement. The
Danbury, Connecticut based company is a subsidiary of ThermoTrex Corporation
(AMEX:TKN), a Thermo Electron (NYSE:TMO) company. Under the Agreement, the
system, which was manufactured by the Company's Field Effects division, was to
be sold under the name TREX/MRI.
Trex's unexpected repudiation of the parties' Distributorship Agreement
has forced the Company to make a decision to restructure the operations of
Intermagnetics' Field Effects division, now located in Tyngsboro, MA, by
combining them with those of its parent Technology Development business group
("IGC-TD") which is located at Intermagnetics' headquarters in Latham, NY.
The restructuring also reflects an attempt by the Company to mitigate
its damages in response to Trex's breach of the Agreement. Intermagnetics would
expect the restructuring to adversely impact its financial performance this
fiscal year, possibly as early as the second quarter. In that event, the Company
expects to report a non-recurring, one-time charge to operations for the effect
of the restructuring. The Company is in the process of determining the
applicable amount. The Company has engaged counsel to vigorously pursue this
claim in order to achieve complete recovery to the extent of its damages.
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In commenting on this decision Glenn Epstein, Intermagnetics' President
and Chief Operating Officer, said "this was an especially difficult decision
coming, as it did, after the establishment at Field Effects of a comprehensive
infrastructure to meet the requirements of the Trex Agreement. We are taking all
reasonable steps to minimize the impact of this restructuring on the dedicated
team of Field Effects employees, several of whom have been with the Company for
many years."
Ian L. Pykett, Ph.D., Vice President of IGC-TD, stated that the Company
was making every effort to minimize the impact to other key new business
opportunities in the markets and technologies formerly pursued principally
at Field Effects: "We are particularly committed to leveraging further the
success we currently enjoy in applying our MR technologies to non-clinical
applications, such as the recently-described detection of bacterial spoilage in
aseptically-packaged foods. To that end, we have begun the process of completing
a comprehensive transfer of Field Effects' technology and utilizable equipment
assets to our Latham, New York facility."
Intermagnetics (AMEX:IMG) is a leading developer and manufacturer of
low-temperature (LTS) and high-temperature (HTS) superconducting magnets, wire
and cable as well as associated low-temperature refrigeration equipment, and
radio-frequency (RF) coils, the combination of which is essential to successful
application of superconductivity, especially in equipment for Magnetic Resonance
Imaging (MRI). The Company is dedicated to the development and commercialization
of applied superconductivity and refrigeration systems. The Company also
supplies permanent magnet systems, materials separation equipment and FRIGC(R)
refrigerants as replacements for ozone-depleting refrigerants.
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Safe Harbor Statement:
The statements contained in this press release which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors. These include, without limitation, the
assumptions, risks, and uncertainties set forth in the Company's Annual Report
on Form 10-K, and the risks inherent in any litigation.
For more information about Intermagnetics General Corporation,
free of charge via fax, dial 1-800-PRO-INFO and use ticker symbol "IMG."
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Date: November 10, 1998 By: /s/ Carl H. Rosner
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Carl H. Rosner
Chief Executive Officer
