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 15, 1996
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Advanced NMR Systems, Inc.
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(Exact name or registrant as specified in its charter)
Delaware 0-11914 22-2457487
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification
No.)
46 Jonspin Road, Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 657-8876
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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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(i) Termination of Merger Agreement.
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On May 15, 1996, the Registrant and Advanced
Mammography Systems, Inc. ("AMS"), a 61% owned subsidiary of
the Registrant, terminated a previously announced Agreement and
Plan of Merger, dated as of February 4, 1996 (the "Merger
Agreement"), which had provided for the merger (the "Merger")
of AMS Merger Corporation, a wholly-owned subsidiary of the
Registrant, with and into AMS.
Simultaneously with the termination of the Merger,
AMS closed a placement of $3 million principal amount of 4%
Convertible Debentures (the "Debentures"). AMS is filing a
separate Form 8-K to report more fully its placement and the
terms of its Debentures.
On May 16, 1996, the Registrant issued a press
release announcing the termination of the Merger Agreement. A
copy of such press release is included as an exhibit hereto.
(ii) Nasdaq Trading Status
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Effective May 17, 1996, the Registrant's Common Stock
will be traded on the Nasdaq Small Cap System, having been
moved from the Nasdaq National System as the Registrant no
longer fulfilled the Nasdaq National System maintenance
requirements. It will continue to be traded under the symbol
ANMR.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99. Press release dated May 16, 1996
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
ADVANCED NMR SYSTEMS, INC.
Dated: May 16, 1996 By: /s/ Jack Nelson
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Name: Jack Nelson
Title: Chairman
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EXHIBIT INDEX
Exhibit Description
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99. Press release dated May 16, 1996
Exhibit 99
ADVANCED NMR SYSTEMS, INC. TERMINATES PLANS TO MERGE WITH
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
Wilmington, MA, May 16, 1996 --- Advanced NMR Systems,
Inc. (NASDAQ: ANMR) announced that its Board of Directors has
voted to terminate a previously-announced Agreement and Plan of
Merger dated February 4, 1996 which had provided for the merger
of ANMR and Advanced Mammography Systems, Inc., (NASDAQ: MAMO).
Advanced Mammography Systems, Inc. is a 61% owned subsidiary of
ANMR. Effective May 17, 1996, the Company will be listed on the
Nasdaq SmallCap Market. Advanced NMR Systems, Inc. will continue
to be traded under the symbol ANMR.
In a separate announcement today, Advanced Mammography
Systems, Inc. said it has completed a private placement of
Convertible Debentures to purchase Advanced Mammography Systems
common stock for an aggregate purchase price of $3,000,000.
Jack Nelson, Chairman and Chief Executive Officer of
ANMR said: "The financing secured for Advanced Mammography
Systems and the termination of the AMS merger will enable ANMR to
focus on its growing diagnostic imaging and rehabilitation
business and the optimizing of technology developed by ANMR. It
will allow AMS to accelerate the completion of product technology
developed by ANMR. It will allow AMS to accelerate the
completion of product development for its dedicated MR Breast
Imaging product and to fund a worldwide product launch for the
product. We are particularly pleased to announce that ANMR's
wholly-owned subsidiary, Medical Diagnostics, Inc., will be an
active participant in the Breast Imaging system product marketing
through management services it will officer to "Aurora"
customers. As a result, ANMR will not only benefit from product
sales as they are reflected in our equity interest in AMS, but
will receive ongoing revenues from reimbursement for breast
imaging procedures."
This release contains forward-looking statements based
upon current expectations that include a number of business risks
and uncertainties. The factors that could cause results to
differ materially include the following: delays in product
development, lack of market acceptance of the technology and
changes in health care regulations, including reimbursement
programs.
Advanced NMR Systems, Inc. develops and manufactures
ultrafast magnetic resonance imaging technology for clinical
applications and advanced research and is a provider of
diagnostic imaging and rehabilitation services through its
wholly-owned subsidiary, Medical Diagnostics, Inc. its majority-
owned subsidiary, Advanced Mammography Systems, Inc. has
developed the only dedicated Breast Imaging system based on
magnetic resonance imaging technology. The Company received U.S.
Food and Drug Administration (FDA) clearance to begin marketing
activities for the product in February 1996.
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