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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 21, 1996
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SOMANETICS CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 0-19095 38-2394784
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
1653 EAST MAPLE ROAD, TROY, MICHIGAN 48083-4208
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 689-3050
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Item 7. Financial Statements and Exhibits.
Exhibit 99.1: Company news release dated November 22, 1996.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On November 21, 1996, the Company completed the placement of 3,668,413
newly-issued Common Shares, par value $0.01 per share, at a price of $1.15 per
share through an offering complying with Regulation S under the Securities Act
of 1933, as amended (the "Act"), for gross proceeds of $4,218,675. The Common
Shares were sold to 34 European institutions and individuals through Rauscher
Pierce & Clark, Inc. and Rauscher Pierce & Clark Limited, which acted as
placement agents in this best efforts offering. The Placement Agent's fees for
the offering were approximately $421,868, excluding its expenses.
The Company intends to use the net proceeds of the offering to fund the
Company's losses and sustain its operations, including engineering, clinical
trials, marketing and start-up costs to resume sales of the Cerebral Oximeter
in the United States, additional personnel, research and development projects,
and working capital, including increased accounts receivables and inventory,
and to repay the loan from the Placement Agent to enable the Company to fund
the redemption price of the Company's Class B Warrants.
The Common Shares offered will not be registered under the Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
A copy of the Company's news release announcing the offering is filed as
an exhibit to this report and is incorporated in this report by reference.
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.
Somanetics Corporation
Date: November 22, 1996 By: /s/ Raymond W. Gunn
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Raymond W. Gunn
Its: Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Description
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99.1 Company news release dated November 22, 1996
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EXHIBIT 99.1
[SOMANETICS LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Raymond W. Gunn
November 22, 1996 Executive Vice President & CFO
(810) 689-3050
SOMANETICS ANNOUNCES COMPLETION OF STOCK OFFERING
TROY, Mich. -- Somanetics Corporation (the "Company") (Nasdaq: SMTS) announced
today that it has completed the placement of 3,668,413 newly-issued Common
Shares, par value $0.01 per share, at a price of $1.15 per share through an
offering complying with Regulation S under the Securities Act of 1933, as
amended (the "Act"), for gross proceeds of $4,218,675.
The Company intends to use the net proceeds of the offering to fund the
Company's losses and sustain its operations, including engineering, clinical
trials, marketing and start-up costs to resume sales of the Cerebral Oximeter
in the United States, additional personnel, research and development projects,
and working capital, including increased accounts receivables and inventory,
and to repay the loan from the Placement Agent to enable the Company to fund
the redemption price of the Company's Class B Warrants.
The Common Shares offered will not be registered under the Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
