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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 28, 1999
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CardioDynamics International Corporation
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(Exact name of registrant as specified in its charter)
California 0-11868 95-3533362
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6175 Nancy Ridge Drive, Suite 300, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 535-0202
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n/a
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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See Exhibit 99 attached
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/ MICHAEL K. PERRY
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Michael K. Perry
Chief Executive Officer
Date: June 5, 1999
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EXHIBIT 99
[LOGO OF CARDIO DYNAMICS INTERNATIONAL CORPORATION]
FOR IMMEDIATE RELEASE
COMPANY CONTACT:
Bonnie Dupuis, Manager, Investor Relations
[email protected]
(888)/522-2342, Ext. 1005
CARDIODYNAMICS (CDIC) RAISES $5 MILLION
IN COMMON STOCK PRIVATE PLACEMENT
San Diego, California - Friday, June 4, 1999 - CardioDynamics International
Corporation (Nasdaq: CDIC), manufacturer of BioZ(R) noninvasive digital cardiac
output monitoring systems, today announced that on May 28, 1999 it completed a
$5 million private placement of common stock to institutional and accredited
investors, providing the Company with capital to continue domestic and
international sales and marketing expansion, funding of research and
development, and support of ongoing clinical studies.
The financing was led by $1 million in investments by the Company's Board
members, officers, and customers. Other participants included Domain
Associates, L.L.C., a Princeton, New Jersey-based venture capital group and
Veritas Societe Generale, the Company's largest institutional shareholder.
Investors purchased the unregistered shares with a six-month holding restriction
at $1.00 per share which represented a 27% discount to the closing bid price on
May 28, 1999.
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"We are very pleased with the overwhelming success of this financing despite the
difficult investment environment for medical-device companies," stated Michael
K. Perry, CardioDynamics' Chief Executive Officer. "The response to this
offering greatly exceeded our expectations and was significantly over-
subscribed. We are encouraged by the continued support of our Board and early
investors and pleased to have Domain Associates involved in the further growth
of the Company. This is a very exciting time for CardioDynamics, having
achieved five consecutive quarters of increased sales, mandated Medicare
reimbursement approval for our products, and the recent announcement of
excellent clinical results for the BioZ.com."
CardioDynamics, with headquarters in San Diego, is committed to fundamentally
changing the way hemodynamic monitoring is performed in healthcare. The
Company's primary products, the BioZ(R) System, Portable BioZ(R), and
BioZ.com(TM) utilize its proprietary Thoracic Electrical Bioimpedance (TEB)
technology to noninvasively obtain data on a wide range of hemodynamic
parameters. The worldwide market potential for the BioZ(R) products is estimated
to be $4 billion, together with an additional $800 million in recurring annual
revenue for disposables. For additional information, please refer to the
Company's web site at www.cardiodynamics.com.
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FORWARD-LOOKING (SAFE HARBOR) STATEMENT::
Note: Except for the historical and factual information contained herein, this
press release contains forward-looking statements, the accuracy of which are
necessarily subject to uncertainties and risks, which include sole dependence on
the BioZ product line, competition from Baxter Healthcare Corp. (manufacturer of
the Swan-Ganz(TM) device), further capital requirements, and various
uncertainties characteristic of companies just emerging from the development
stage; as well as other risks detailed in the Company's filings with the SEC,
including its 1998 Form 10-KSB. The Company does not undertake to update the
disclosures contained in this press release.
