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UNITED STATES
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) July 25, 2000
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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 (I.R.S. Employer
of incorporation) File Number) Identification
Number.)
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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On July 25, 2000, CardioDynamics International Corporation, manufacturer of
BioZ(R) noninvasive digital cardiac output function monitoring systems,
completed an $18.5 million private placement of common stock primarily to
institutional investors, providing the Company with additional capital to
execute the Company's aggressive business plan.
The financing included a group of domestic and international institutional
healthcare investors led by Sofinov, societe financiere d'innovation Inc., a
subsidiary of the Caisse de depot et placement du Quebec. The investors
purchased unregistered common stock at $5.59 per share, a 13% discount to the
20-day weighted average closing price as of the June 21, 2000 pricing date.
The Company issued 3.3 million new shares of common stock and repurchased
approximately 400,000 shares from the Allen E. Paulson estate for $5.59 per
share. A six percent placement agent fee was paid to Gruntal & Co., L.L.C.
and Gerard Klauer Mattison & Co., Inc. related to the transaction. The net
proceeds, after placement agent fees and share repurchase, were $15.5
million.
Additionally, the Company announced the addition of Jacques Douziech to its
Board of Directors. Douziech is a respected leader with over 35 years of
experience in the healthcare sector. He is currently Venture Advisor for
Sofinov's Biotechnology and Life Sciences division. Sofinov, a subsidiary of
the Caisse de depot et placement du Quebec, was the lead investor in the
private placement. Douziech's diverse background includes senior executive
positions at Procrea Biosciences, Boehringer Mannheim Canada (now Roche
Diagnostics), Kodak Canada, Inc., and Synermed Diagnostics. From 1965 to
1979, he served as Assistant-Chief of Biochemistry and Immunology at the
Queen Elizabeth Hospital of Montreal.
The Company also announced the addition of Michael Paulson, son of the late
Allen E. Paulson, co-chairman of the Company's Board until his death on July
19, 2000. Michael Paulson is the founder and President of Nevastar
Investments Corp. and Construction Specialist of Nevada, Inc. He has been in
the real estate development and investment business since 1986 and previously
worked in the aerospace industry for 17 years. Additionally, Mr. Paulson
currently serves as a trustee, director, and officer of various companies.
Note: Except for the historical and factual information contained herein,
this filing contains forward-looking statements, the accuracy of which are
necessarily subject to uncertainties and risks, which include sole dependence
on the BioZ product line, a lack of general acceptance within the medical
community of TEB-based monitors, competition from Baxter Healthcare Corp.
(manufacturer of the Swan-Ganz(TM) device), 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
1999 Form 10-KSB. The Company does not undertake to update the disclosures
contained in this filing.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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99.1 Form of Common Stock Subscription Agreement dated July 10, 2000
among the Company and the selling shareholders.
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: Michael K. Perry
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Michael K. Perry
Chief Executive Officer
Date: August 14, 2000
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