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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: July 17, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Company issued the following Press Release on July 17, 1997:
Imex Medical Systems, Incorporated (NASDAQ:IMEX) today announced
that it had entered into a Merger Agreement with Nicolet Biomedical,
Inc., a wholly owned subsidiary of Thermo Electron Corporation and
NBI Acquisition Corp., a wholly owned subsidiary of Nicolet. Pursuant
to the Merger Agreement, Imex will become a wholly-owned subsidiary
of Nicolet Biomedical, Inc.
Pursuant to the Merger Agreement, each outstanding share of
Common Stock of Imex will be converted into the right to receive
an amount of cash equal to $10,000,000 (decreased by an amount up
to $700,000 by which Imex's stockholders' equity at the date of
closing is less than $4,000,000) divided by the number of
shares of Common Stock outstanding immediately prior to the
effective time of the merger. The Merger Agreement provides
that $700,000 will be held in escrow pending a determination
of Imex's stockholders' equity as of closing. If said
stockholders' equity is $4,000,000 or more, the full escrow
amount will be paid to Imex's stockholders and the merger
consideration per share of Common Stock will be
approximately $1.44 per share. If said stockholders' equity
is less than $4,000,000, the deficiency will be returned to
Nicolet and the merger consideration per share will be
reduced accordingly to a minimum of approximately $1.35 per
share if the entire escrow fund is returned to Nicolet.
The merger is conditioned upon, among other things, the
approval of Imex's stockholders. To that end, a special
meeting of Imex stockholders will be held as soon as
practicable to consider and act upon the merger. In the
Merger Agreement, holders of 52% of outstanding shares of
Common Stock have agreed to vote for the merger. This vote
is sufficient under the Delaware law to approve and adopt
the merger. If all conditions to the closing have been
satisfied or waived, it is anticipated that the closing will
occur shortly after the Imex stockholders' meeting.
Additionally, the Company has secured a long-term continuation
agreement with the Company's founder and CEO, Dennis Newman,
pursuant to which Mr. Newman will continue as an employee and a
consultant to the Company after the merger is consummated.
Imex Medical Systems, Incorporated is a leader in products for
fetal heart detection and the diagnosis of vascular disease.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following Exhibits are filed as part of this Report:
Exhibit 1 - Merger Agreement among Nicolet Biomedical, Inc., NBI
Acquisition Corp. and Imex Medical Systems, Incorporated
(with following Exhibits to said Merger Agreement)
Exhibit A - Escrow Agreement
Exhibit C - Agreement with Dennis R. Newman
Exhibit D - Lease
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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 thereunto duly authorized.
IMEX MEDICAL SYSTEMS, INCORPORATED
By: /s/ Dennis R. Newman
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Dennis R. Newman
President and Chief Executive Officer
Date: July 17, 1997
