<PAGE>
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) February 26, 1997
-----------------
CARDIODYNAMICS INTERNATIONAL CORPORATION
----------------------------------------
(Exact name of registrant as specified in its charter)
California 0-11868 95-3533362
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6155 Cornerstone Court East, Suite 125, San Diego, California 92121
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 535-0202
--------------
n/a
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
On March 6, 1997, CardioDynamics International Corporation completed a $7.2
million private placement of 2.5 million shares of common stock. EVEREN
Securities, Inc. acted as the placement agent for the Company.
The net proceeds of the offering will be used to fund the Company's research and
development efforts, marketing programs, capital expenditures and working
capital. With the completion of the private placement, the total number of
outstanding shares of CardioDynamics common stock is approximately 31.9 million.
SIGNATURE
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.
CARDIODYNAMICS INTERNATIONAL
CORPORATION
By: /s/ Richard E. Otto
--------------------
Richard E. Otto
President, Chief Executive Officer
Date: March 7, 1997
