===========================================================================
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): FEBRUARY 27, 1997
-----------------------
ADVANCED NMR SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11914 22-2457487
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
46 JONSPIN ROAD, WILMINGTON, MA 01887
---------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 657-8876
--------------------
===========================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
------------------------------------
On February 27, 1997, Medical Diagnostics, Inc., a Delaware
corporation and a wholly-owned subsidiary of Advanced NMR Systems, Inc., a
Delaware corporation (the "Company"), merged (the "Merger") with MDI
Acquisition Corporation, a newly-formed wholly-owned subsidiary of US
Diagnostic Inc., a Delaware corporation ("USD"), and became a wholly-owned
subsidiary of USD. The Merger was effected pursuant to an Agreement and
Plan of Merger, dated January 20, 1997 (the "Merger Agreement"). A copy of
the Merger Agreement was an exhibit to the Form 8-K filed by the Company
for an event of January 20, 1997 to report the entry into such Agreement.
At the effective time of the Merger, upon conversion of the MDI
shares, USD paid the Company $22,000,000 (the "Merger Consideration") as
follows: (i) to Chase Manhattan Bank N.A. (the "Bank"), on behalf of
obligations of MDI which were guaranteed by the Company, an amount
sufficient to fully satisfy all of MDI's obligations to the Bank
(approximately $12,000,000) and (ii) the remainder of the Merger
Consideration (approximately $10,000,000) to the Company. As a result of
the Merger, USD assumed approximately $9,000,000 in payment obligations
under MDI's capital leases. The Company paid a financial advisor fee to
Leeds Group Inc. and other expenses related to the Merger.
For information regarding the mutual indemnifications between the
Company and USD and a blocked account established by the Company to secure
a certain indemnification obligation, reference is made to the January 20,
1997 Form 8-K and the Merger Agreement. In addition, the Company
maintained letters of credit in the aggregate amount of $700,000 securing
certain of the capital leases assumed by USD, for which the Company
received a $700,000 note from USD repayable on December 31, 1997 in the
event the letters of credit are not replaced or removed. USD agreed to use
its best efforts to replace those letters of credit or to remove the
requirement for them.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(b) Pro Forma Financial Statements
Pursuant to paragraph (a)(4), the unaudited pro forma financial
statements of the Company giving effect to the Merger will be filed within
60 days of March 13, 1997, the day that this report was due to be filed.
(c) Exhibits
99. Press Release, dated February 28, 1997
<PAGE>
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.
ADVANCED NMR SYSTEMS, INC.
/s/ Jack Nelson
---------------------------------------------
Name: Jack Nelson
Title: Chairman
Dated: March 7, 1997
ADVANCED NMR
------------
SYSTEMS, INC.
NEWS RELEASE
________________
Contact: Beverly Tkaczenko @ 1 (800) 476-0569
ADVANCED NMR SYSTEMS, INC. COMPLETES $22 MILLION
MERGER OF IMAGING SERVICES DIVISION
WITH U.S. DIAGNOSTIC INC.
WILMINGTON, Mass., February 28, 1997 Advanced NMR Systems, Inc.
(NASDAQ:ANMR) announced today that it has closed the transaction
to merge its wholly-owned subsidiary, Medical Diagnostics, Inc.
("MDI") with a newly formed subsidiary of US Diagnostic Inc.
(NASDAQ: USDL). The transaction resulted in cash proceeds of
$22.0 million to ANMR (which includes approximately $12.0 million
for the repayment of bank debt).
With the completion of this transaction, the Company has
increased its cash resources and can aggressively move forward to
develop and analyze strategic objectives that will increase
shareholder value. USDL will gain a medical imaging services
business that owns and operates diagnostic imaging facilities in
Massachusetts, New York, Virginia, West Virginia and Tennessee.
ANMR will retain its rehabilitation business and interest in the
Faulkner Hospital Sagoff Women's Center (scheduled to open in
Spring). ANMR will also continue to own and operate its medical
imaging technology business and to own its shares in Advanced
Mammography Systems, Inc. (NASDAQ: MAMO).
Commenting on the transaction, Jack Nelson, Chairman and CEO of
ANMR, stated: "ANMR is now substantially positioned to pursue
business opportunities and MDI, as part of USDL, will now have
the opportunity to flourish within an organization dedicated
solely to imaging services. Steven J. James, formerly CFO of MDI
has joined ANMR as its Chief Financial Officer. We anticipate
additional management changes to occur as we finalize our
business plans."
This press release contains forward looking information 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 technology,
technological innovations for competitors and changes in health
care regulations, including reimbursement.
Advanced NMR Systems, Inc. is a provider of rehabilitation
services and develops high field MRI technology. Its subsidiary,
Advanced Mammography Systems, Inc. has developed the only
dedicated breast imaging system based on magnetic resonance
imaging technology. MAMO has received U.S. Food and Drug
Administration clearance to begin marketing activities for the
product.
#
