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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) May 9, 1997
IMEX MEDICAL SYSTEMS, INCORPORATED
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-11400 84-0712044
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
6355 Joyce Drive, Golden, CO 80403
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(Address of principal executive office)
(303) 431-9400
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(Registrant's telephone number,
including area code)
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Item 5. Other Events
On May 9, 1997 Imex Medical Systems, Inc. issued the attached Exhibit, a
press release, through PR Newswire.
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 thereunto duly authorized.
IMEX MEDICAL SYSTEMS, INCORPORATED
By: /s/ ERNEST S. MALACHOWSKI
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Ernest S. Malachowski, President
Date: May 13, 1997
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FOR IMMEDIATE RELEASE: May 9, 1997
CONTACTS:
Dennis Newman, Chairman, CEO/or John Metzger
Ernie Malachowski, President/COO/CFO Metzger Associates
Imex Medical Systems, Inc. (303) 786-7000
(303) 431-9400
IMEX MEDICAL SYSTEMS ANNOUNCES ACQUISITION LETTER OF
INTENT FROM THERMO ELECTRON
GOLDEN, CO -- Imex Medical Systems, Inc. (NASDAQ: IMEX) today announced that
it had entered into a letter of intent with Thermo Electron Corporation which
provides for the acquisition of Imex for a cash consideration of $10,000,000
less the amount by which Imex's stockholder's equity at June 30, 1997 is less
than $4,000,000. It is contemplated that the transaction will take the form
of a merger of Imex into Nicolet Biomedical, Inc., a subsidiary of Thermo
Electron. Imex management currently believes that the price per share if the
merger is consummated would be in the range of $1.38 to $1.44.
The acquisition is contingent upon, among other things, the satisfactory
completion of Thermo Electron due diligence, the negotiation and execution of
a definitive acquisition agreement which must be approved by the Boards of
Directors of both companies and by Imex stockholders and regulatory
approvals. Current plans are to retain the Imex operations in the
Arvada/Golden area.
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Dennis Newman, Chairman and CEO of Imex, noted that "Nicolet has an excellent
reputation for quality products and support and has a growing presence in the
vascular market. With Nicolet's current plans to build on the Imex name and
customer base, we believe that this is a good transaction for Imex stockholders,
employees, and customers."
Thermo Electron is a diversified, high technology Fortune 500 company
headquartered in Waltham, Massachusetts. Nicolet is a worldwide leader in the
design, manufacture and distribution of instruments used to monitor and diagnose
brain, nervous, and vascular system disorders. Imex is a leader in products for
fetal heart detection and the diagnosis of vascular disease.
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