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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): NOVEMBER 10, 1997
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CAPRIUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11914 22-2457487
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
46 JONSPIN ROAD, WILMINGTON, MA 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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ADVANCED NMR SYSTEMS, INC.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On November 10, 1997, ANMR/AMS Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of Caprius, Inc.
(formerly Advanced NMR Systems, Inc.) (the "Company"), a Delaware
corporation, merged (the "Merger") with and into Advanced
Mammography Systems, Inc. ("AMS"), a Delaware corporation,
whereby AMS became a wholly-owned subsidiary of the Company.
Pursuant to the Merger, AMS stockholders received, in exchange
for each share of common stock, par value, $.01 per share, of AMS
("AMS Common Stock"), on a tax free basis, .40 of one share of
the Company's common stock, par value $.01 per share (the "Common
Stock"), after giving effect to a one-for-ten reverse stock split
of the outstanding shares of the Company's Common Stock (the
"Merger Consideration"). The Company also assumed all
outstanding options and warrants of AMS based upon the Merger
Consideration.
The Merger was effected pursuant to an Agreement and
Plan of Merger (the "Merger Agreement"), dated June 23, 1997. A
copy of the Merger Agreement was filed as an exhibit to the
Registration Statement on Form S-4 (the "Form S-4"), which is
incorporated herein by reference, filed by the Company on October
10, 1997. The Form S-4 also contains a full description of the
Merger.
ITEM 5. OTHER EVENTS.
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On November 10, 1997, at a special meeting (the
"Meeting"), stockholders of the Company approved a one-for-ten
reverse stock split (the "Reverse Split") of the presently issued
and outstanding shares of the Company's Common Stock. The
approval of the Reverse Split was a condition to the Merger under
the Merger Agreement. The Reverse Split also resulted in changes
in the number of shares underlying and the exercise or conversion
prices of the Company's outstanding options, warrants and
convertible preferred stock.
At the Meeting, the stockholders also approved the
change of the Company's name from "Advanced NMR Systems, Inc." to
"Caprius, Inc."
The Reverse Split and the name change became effective
on November 10, 1997. Upon the Reverse Split and the Company
name change, the symbol for the trading of the Company's Common
Stock and Warrants on the Nasdaq Small Cap System became CAPR
and CAPRW, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Statements.
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Pursuant to General Instruction F to the Form 8-K, the
financial statements of AMS and the Company pertaining to the
Merger, which was filed as a part of the Form S-4, are
incorporated herein by reference.
(c) Exhibits
2. Agreement and Plan of Merger, dated June 23, 1997,
among the Company, ANMR/AMS Merger Corp. ("Merger
Corp.") and AMS, filed as an exhibit to the
Registration Statement on Form S-4, dated October
10, 1997, and incorporated herein by reference.
3.1* Certificate of Amendment to Certificate of
Incorporation of the Company, filed on November
10, 1997.
3.2* Certificate of Merger of Merger Corp. and AMS,
filed on November 10, 1997.
20. Joint Proxy Statement of the Company and AMS on
Schedule 14A, as amended, filed by the Company on
October 10, 1997 and incorporated herein by
reference.
99.* Press Release, dated November 10, 1997.
* Filed herewith.
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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 thereunto duly
authorized.
CAPRIUS, INC.
/s/ Jack Nelson
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Name: Jack Nelson
Title: Chairman
Dated: November 14, 1997
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EXHIBIT INDEX
Exhibit Description
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2. Agreement and Plan of Merger, dated June 23, 1997,
among the Company, ANMR/AMS Merger Corp. ("Merger
Corp.") and AMS, filed as an exhibit to the
Registration Statement on Form S-4, dated October
10, 1997, and incorporated herein by reference.
3.1* Certificate of Amendment to Certificate of
Incorporation of the Company, filed on November
10, 1997.
3.2* Certificate of Merger of Merger Corp. and AMS,
filed on November 10, 1997.
20. Joint Proxy Statement of the Company and AMS on
Schedule 14A, as amended, filed by the Company on
October 10, 1997 and incorporated herein by
reference.
99.* Press Release, dated November 10, 1997.
* Filed herewith.
Exhibit 3.1
State of Delaware
Office of the Secretary of State
---------------------------------
I, Edward J. Freel, Secretary of State of the State of
Delaware, do hereby certify the attached is a true and correct
copy of the Certificate of Amendment of "Advanced NMR Systems,
Inc.", changing its name from "Advanced NMR Systems, Inc." to
"Caprius, Inc.", filed in this office on the tenth day of
November, A.D. 1997, at 12 o'clock p.m.
A certified copy of this certificate has been forwarded
to the Kent County Recorder of Deeds for recording.
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
Authentication: 8750979
Date: 11-12-97
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ADVANCED NMR SYSTEMS, INC.
(PURSUANT TO SECTION 242 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
ADVANCED NMR SYSTEMS, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: The Board of Directors of the Corporation
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duly adopted resolutions setting forth two proposed amendments
("the Amendments") to the Certificate of Incorporation of the
Corporation, declaring the Amendments to be advisable and calling
for the submission of the Amendments to the stockholders of the
Corporation pursuant to Section 242(b)(2) of the General
Corporation Law of the State of Delaware (the "DGCL"), and
stating that the Amendment will be effective only after approval
thereof by the holders of a majority of the outstanding shares of
stock of the Corporation entitled to vote thereon.
SECOND: Thereafter, pursuant to a resolution of the
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Board of Directors of the Corporation, the Amendments were
submitted to the holders of all of the outstanding shares of
Common Stock of the Corporation at a Special Meeting of
Stockholders, a majority of such holders at that Meeting adopted
the following resolutions to amend the Certificate of
Incorporation of the Corporation:
RESOLVED, that the Certificate of Incorporation
be, and it hereby is, amended by deleting in its entirety
the present Article FIRST and substituting in lieu thereof
the following new Article FIRST and by deleting in its
entirety the present Article FOURTH and substituting in
lieu thereof the following new Article FOURTH:
FIRST: Name. The name of the corporation is
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CAPRIUS, INC. (the "Corporation").
FOURTH: Capital Stock. The total number of
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shares of stock which the Corporation shall have authority
to issue is fifty-one million (51,000,000) shares, of which
fifty million (50,000,000) shares shall be Common Stock of
the par value of one cent ($.01) per share (hereinafter
called "Common Stock") and one million (1,000,000) shares
shall be Preferred Stock of the par value of one cent ($.01)
per share (hereinafter called "Preferred Stock").
At such time as this Certificate of Amendment to
the Certificate of Incorporation of the Corporation is
filed with the Secretary of State of Delaware (the date
of such filing being hereinafter called the "Effective
Date"), the issued (but not the authorized and
unissued) shares of Common Stock of the Corporation,
including shares of Common Stock of the Corporation
held by it as treasury shares on the Effective Date,
and including shares of the Corporation's Common Stock
reserved for issuance on the Effective Date to holders
of then outstanding options, warrants and Series B
Convertible Redeemable Preferred Stock ("Series B
Preferred Stock") of the Corporation, will be changed
and split on the basis of one (1) share with a par
value of $.01 per share for each ten (10) shares with a
par value of $.01 per share. No fractional shares will
be issued and all fractional shares will be rounded up
or down to the nearest whole share. On the Effective
Date, all shares of Common Stock of the Corporation of
the par value of $.01 per share issued and outstanding
or held in the treasury of the Corporation (but not
authorized and unissued shares) or then reserved for
issuance to holders of then outstanding options,
warrants and Series B Preferred Stock of the
Corporation, shall at such time, without any action on
the part of the holders thereof, be reclassified,
changed and converted into a number of shares of Common
Stock of the Corporation of the par value of $.01 per
share equal to 1/10 of the aggregate number of shares
of Common Stock of the Corporation of the par value of
$.01 per share outstanding or held in the treasury or
reserved for issuance to holders of options, warrants
and Series B Preferred Stock of the Corporation
immediately prior to the Effective Date, without
increasing or decreasing the amount of stated capital
or surplus of the Corporation. As promptly as
practicable after the Effective Date of the
reclassification and change in the shares of the Common
Stock of the Corporation in accordance with the
foregoing, notice shall be given to all stockholders of
record of the Corporation on the Effective Date to
surrender their certificate or certificates of shares
of Common Stock of the Corporation to the Corporation's
Transfer Agent for cancellation and reissuance in
accordance with the terms of the provisions of this
Amendment.
A. PROVISIONS RELATING TO PREFERRED STOCK.
Shares of Preferred Stock may be issued from time to
time in series, and the Board of Directors of the
Corporation is hereby authorized, subject to the
limitations provided by law, to establish and designate
one or more series of the Preferred Stock, to fix the
number of shares constituting each series, and to fix
the designations, powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of
each series and the variations and the relative rights,
preferences and limitations as between series, and to
increase and to decrease the number of shares
constituting each series. The authority of the Board
of Directors of the Corporation with respect to each
series shall include, but shall not be limited to, the
authority to determine the following:
(i) The designation of such series.
(ii) The number of shares initially constituting such
series.
(iii) The increase, and the decrease to a number not
less than the number of the outstanding shares
of such series, of the number of shares
constituting such series theretofore fixed.
(iv) The rate or rates, and the conditions upon and
the times at which dividends on the shares of
such series shall be paid, the preference or
relation which such dividends shall bear to the
dividends payable on any other class or classes
or on any other series of stock of the
Corporation, and whether or not such dividends
shall be cumulative, the date or dates from and
after which they shall accumulate.
(v) Whether or not the shares of such series shall
be redeemable, and, if such shares shall be
redeemable, the terms and conditions of such
redemption, including, but not limited to, the
date or dates upon or after which such shares
shall be redeemable and the amount per shares
which shall be payable upon such redemption,
which amount may vary under different conditions
and at different redemption dates.
(vi) The rights to which the holders of the shares of
such series shall be entitled upon the voluntary
or involuntary liquidation, dissolution or
winding up of, or upon any distribution of the
assets of, the Corporation, which rights may be
different in the case of a voluntary
liquidation, dissolution or winding up than in
the case of such an involuntary event.
(vii) Whether or not the shares of such series shall
have voting rights, in addition to the voting
rights provided by law, and, if such shares
shall have such voting rights, the terms and
conditions thereof, including, but not limited
to, the right of the holders of such shares to
vote as a separate class either alone or with
the holders of shares of one or more other
series of Preferred Stock and the right to have
more than one vote per share.
(viii) Whether or not a sinking fund or a purchase fund
shall be provided for the redemption or purchase
of the shares of such series, and, if such a
sinking fund or purchase fund shall be provided,
the terms and conditions thereof.
(ix) Whether or not the shares of such series shall
be convertible into, or exchangeable for, shares
of any other class or classes or any other
series of the same or any other class or classes
of stock of the Corporation, and, if provision
be made for conversion or exchange, the terms
and conditions of conversion or exchange,
including, but not limited to, any provision for
the adjustment of the conversion or exchange
rate or the conversion or exchange price.
(x) Any other relative rights, preferences and
limitations.
B. PROVISIONS RELATING TO COMMON STOCK
(i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as
determined by the Board of Directors of the
Corporation pursuant to the provisions of part A
of the Article FOURTH, the holders of shares of
Common Stock shall be entitled to receive such
dividends as may be declared by the Board of
Directors of the Corporation.
(ii) Subject to the preferential liquidations rights
and except as determined by the Board of
Directors of the Corporation pursuant to the
provisions of part A of the Article FOURTH, in
the event of any voluntary or involuntary
liquidation, dissolution or winding up of, or
any distribution of the assets of, the
Corporation, the holders of the shares of Common
Stock shall be entitled to receive all the
assets of the Corporation available for
distribution to its stockholders ratably in
proportion to the number of shares of Common
Stock held by them.
(iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the
provisions of part A of the Article FOURTH, the
holders of shares of the Common Stock shall be
entitled to vote on all matters at all meetings
of the stockholders of the Corporation, and
shall be entitled to one vote for each share of
the Common Stock entitled to vote at such
meeting, voting together with the holders of the
Preferred Stock who are entitled to vote, and
not as a separate class.
THIRD: The Amendments were duly adopted in
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accordance with the provisions of Section 242 of the DGCL.
[Signature Page Appears As Next Page]
IN WITNESS WHEREOF, said Advanced NMR Systems, Inc. has
caused this certificate to be signed by Jack Nelson, its Chairman
of the Board, as of the 10th day of November 1997.
ADVANCED NMR SYSTEMS, INC.
By: /s/ Jack Nelson
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Jack Nelson,
Chairman of the Board
Exhibit 3.2
State of Delaware
Office of the Secretary of State
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I, Edward J. Freel, Secretary of State of the State of
Delaware, do hereby certify the attached is a true and correct
copy of the Certificate of Merger, which merges:
"ANMR/AMS Merger Corp.", a Delaware corporation,
With and into "Advanced Mammography Systems, Inc." under the
name "Advanced Mammography Systems, Inc., a corporation organized
and existing under the laws of the state of Delaware, as received
and filed in this office the tenth day of November, A.D. 1997, at
12 o'clock p.m.
A certified copy of this certificate has been forwarded to
the New Castle County Recorder of Deeds for recording.
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
Authentication: 8750871
Date 11-12-97
<PAGE>
CERTIFICATE OF MERGER
OF
ANMR/AMS MERGER CORP.
(A DELAWARE CORPORATION)
INTO
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
(A DELAWARE CORPORATION)
(Pursuant to Section 251 of
the General Corporation Law of the State of Delaware)
The undersigned corporations organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware, DO HEREBY CERTIFY:
1. The name and state of incorporation of each of the
constituent corporations (the "Constituent Corporations") to the
merger (the "Merger") is as follows:
NAME STATE OF INCORPORATION
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ANMR/AMS Merger Corp. Delaware
Advanced Mammography Systems, Inc. Delaware
2. An Agreement and Plan of Merger, dated June 23,
1997, among the Constituent Corporations and other party thereto
has been approved, adopted, certified, executed and acknowledged
by each of the Constituent Corporations in accordance with the
requirements of Section 251(c) of the General Corporation Law of
the State of Delaware.
3. The name of the surviving corporation of the Merger
is Advanced Mammography Systems, Inc. (the "Surviving
Corporation"). ANMR/AMS Merger Corp. shall be the merging
corporation.
4. The Certificate of Incorporation of the Surviving
Corporation shall be its Certificate of Incorporation except that
Article FOURTH thereof shall be amended to read in its entirety
as follows:
"FOURTH: The total number of shares of all classes
------
which the Corporation shall be authorized to issue is one
thousand (1,000) shares, $ .01 par value, all of which shall
be Common Stock."
5. The executed Agreement and Plan of Merger is on
file at the principal place of business of the Surviving
Corporation. The address of the principal place of business of
the Surviving Corporation is 46 Jonspin Road, Wilmington,
Massachusetts, 01887.
6. A copy of the Agreement and Plan of Merger will be
furnished by the Surviving Corporation, on request and without
cost to any stockholder of either Constituent Corporation.
7. This Certificate of Merger shall be effective on
the date and at the time it is filed with the Secretary of State
of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Merger has been
executed on this 10th day of November, 1997.
ANMR/AMS Merger Corp.
BY: /s/ Jack Nelson
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Jack Nelson,
Chairman of the Board
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
BY: /s/ Jack Nelson
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Jack Nelson,
Chairman of the Board
ADVANCED NMR SYSTEMS, INC.
BY: /s/ Jack Nelson
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Jack Nelson
Chairman of the Board
Exhibit 99
NEWS RELEASE
RUDER-FINN
FOR IMMEDIATE RELEASE
Contacts:
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Renee Martin, Ruder-Finn, 212-593-5859
Elric Martinez, Ruder-Finn, 212-583-2707
Beverly Tkaczenko, Advanced NMR Systems, Inc.
Advanced Mammography Systems, Inc. 800-476-0569
ADVANCED NMR SYSTEMS MERGED WITH ADVANCED
MAMMOGRAPHY SYSTEMS
WILMINGTON, Mass., November 10, 1997 -- Shareholders of Advanced
Mammography Systems, Inc. (Nasdaq: MAMOC) at a special meeting
held today in New York City, approved the merger with a
subsidiary of Advanced NMR Systems, Inc. (Nasdaq: ANMR) and the
merger has become effective.
At a separate meeting, Advanced NMR shareholders approved a one-
for-ten reverse stock split of the presently issued and
outstanding shares of Advanced NMR common stock. Advanced NMR
Systems, Inc. has changed its name to "Caprius, Inc.," and its
shares will trade on Nasdaq under the symbol "CAPR," effective
November 12, 1997. Advanced NMR shareholders approved all other
items voted upon at the meeting.
In conjunction with the merger, Advanced Mammography Systems'
(AMS) shareholders will receive .40 shares of Advanced NMR
Systems' common stock on a post-split basis for each share of AMS
common stock, owned as of the effective date of the merger. AMS
Stock will cease trading on Nasdaq on November 12, 1997.
The new company, Caprius, Inc., is dedicated to the development
and commercialization of the Aurora<trademark> system, a breast
imaging system based on magnetic resonance imaging (MRI). the
Aurora<trademark> is the only FDA-cleared, MRI-based dedicated
breast imaging system in the United States.
