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: October 15, 1997
ADVANCED NMR SYSTEMS, INC.
--------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-11914 22-2457487
-------- ------- ----------
(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
or organization)
46 Jonspin Road, Wilmington, Massachusetts 01887
--------------------------------------------------
(Address of principal executive offices)
Registrants Telephone Number including Area Code: (508) 657-8876
---------------
<PAGE>
ITEM 5. OTHER EVENTS
------------
On September 12, 1997, Advanced NMR Systems, Inc.
("ANMR") entered into a Settlement Agreement with Medical
Diagnostics, Inc. and certain of its affiliates ("MDI") and
Raytel Medical Corporation and certain of its affiliates
("Raytel") whereby all the lawsuits (the "Raytel Litigations")
between MDI and Raytel were dismissed with prejudice. Also, as
part of the Settlement Agreement, Stipulations of Dismissal were
subsequently filed on September 18, 1997. For background of
these litigations, see Item 3 to the ANMR Form 10-K for the
fiscal year ended September 30, 1996 and Note 6 to the financial
statements in the ANMR Form 10-QA for the quarter ended March 31,
1997.
MDI had been a wholly-owned subsidiary of ANMR until
the February 1997 acquisition of MDI by US Diagnostic Inc.
("USD"), pursuant to a Merger Agreement between ANMR and USD.
The Merger Agreement included indemnifications by ANMR of USD
from certain potential liabilities of MDI, including liabilities
arising from the Raytel Litigations. To secure its
indemnification of USD for the Raytel Litigations, ANMR placed
$1 million of the merger proceeds, plus its 1,250,000 shares of
Common Stock of its subsidiary Advanced Mammography Systems, Inc.
("AMS"), in a blocked account. As a result of the Settlement
Agreement, the $1 million and the AMS shares are to be released
to ANMR from the blocked account, and 50% of the approximately
$530,000 held in a separate escrow account from settlement of an
earlier litigation between MDI and Raytel is to be released to
ANMR.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
99. Press Release, dated October 15, 1997
<PAGE>
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 hereunto duly authorized.
Advanced NMR Systems, Inc.
Date: October 15, 1997 By: /s/ Jack Nelson
---------------------------
Jack Nelson,
President
ADVANCED NMR
------------- NEWS RELEASE
SYSTEMS, INC ------------
FOR IMMEDIATE RELEASE
---------------------
Company Contact: Investor Relations Contacts:
Beverly Tkaczenko Ruder-Finn Ruder-Finn
808-476-0569 Renee Martin Emmanuelle
Thiney
212-593-5859 212-715-1549
ADVANCED NMR SYSTEMS, INC. & RAYTEL MEDICAL CORPORATION
LAWSUITS DISMISSED
-Secured Account and Escrowed Shares to be Released-
WILMINGTON, Mass., October 15, 1997 Advanced NMR Systems, Inc.
(NASDAQ:ANMR) announced that it has entered into a Settlement
Agreement whereby all lawsuits between affiliates of Raytel Medical
Corporation and Medical Diagnostics, Inc. have been dismissed.
Medical Diagnostics, Inc. was a former wholly owned subsidiary of
Advanced NMR Systems, Inc. As a result of the settlement, all funds
in an escrow account totaling approximately $550,000 are to be equally
divided between ANMR and Raytel. ANMR will have released from escrow
its 1,250,000 shares of common stock of Advanced Mammography Systems,
Inc. (NASDAQ: MAMO) and $1,000,000 in cash which had been held in a
blocked account to secure the company's indemnification obligation for
these proceedings, pursuant to the sale of Medical Diagnostics, Inc.
to US Diagnostic Inc. in February 1997.
Jack Nelson, Chairman and CEO of ANMR stated: "This settlement
represents yet another significant item that we have unburdened
ourselves of without expense. ANMR is now poised to merge with
Advanced Mammography Systems, Inc. without this litigation obligation
in its path. In the past few months General Electric has acquired a
significant stake in our Company, we have eliminated nearly all our
debt and we have settled this case without future expense. All of
this, together with the planned merger between ANMR and Advanced
Mammography Systems, Inc., will allow the Company to focus greater
attention on the Aurora,<trademark> system, the opening of breast
imaging centers, and our other activities."
Advanced NMR Systems, Inc. and Advanced Mammography Systems, Inc.
recently began circulating a Joint Proxy Statement/Prospectus in
connection with the proposed merger of the two companies for
shareholders' meetings of both companies scheduled for Monday,
November 10, 1997.
# # #
