<PAGE>
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 24, 2000
MIRACOR DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
Utah 0-12365 58-1475517
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
formation)
9191 Towne Center Drive, Suite 420, San Diego, California 92122
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 455-7127
MEDICAL DEVICE TECHNOLOGIES, INC.
(Former name or former address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. Changes in Control of Registrant
--------------------------------
Not Applicable
Item 2. Acquisition or Disposition of Assets
------------------------------------
On February 9, 2000, we completed the acquisition of 80% of Ultra Open
MRI Holding Corp., a Florida corporation which owns three operations in Tampa,
St. Petersburg, and Palm Harbor, Florida. We acquired this 80% interest in
exchange for a total of approximately 2,133,334 of our restricted common shares
at a price of $.60 per share, with the final number of shares to be computed on
the basis of 2.56 times the twelve month trailing EBITDA (EBITDA, is comprised
of revenues less all operating expenses, net of depreciation, amortization,
taxes and interest) of MRI Services, LC and an affiliate company, the
predecessors of Ultra Open MRI Holding Corp., measured as of December 31, 1999,
and based upon generally accepted accounting principles (GAAP). We have retained
twenty-five percent (25%) of the total number of shares to be issued until the
reconciliation of the EBITDA as of December 31, 1999 is complete. The total
2,133,334 restricted common shares may be further increased or decreased, as may
be applicable, to reflect the results of the reconciliation of the EBITDA as of
December 31, 1999. In addition, we have purchased a non-competition agreement
from the former principals of Ultra Open MRI Holding Corp. for 0.32 times the
twelve month trailing EBITDA of MRI Services, LC, measured as of December 31,
1999. We gave a series of promissory notes, due in six months, nine months, and
twenty-one months, respectively, to these former principals. While the final
amount is subject to adjustment by the reconciliation of the EBITDA, we believe
that the notes will total approximately $330,000. The former principals of Ultra
Open MRI Holding Corp., who have signed non-competition agreements with us, will
remain with this company under three year employment contracts and continue to
own twenty percent of Ultra Open MRI Holding Corp.
Item 3. Bankruptcy or Receivership
--------------------------
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
---------------------------------------------
Not Applicable
Item 5. Other Events
------------
Not Applicable.
Item 6. Resignation of Registrant's Directors
-------------------------------------
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
Not Applicable
Item 8. Change of Fiscal Year
---------------------
Not Applicable
2
<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S
---------------------------------------------------
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly authorized and caused the undersigned to sign
this Report on the Registrant's behalf.
MIRACOR DIAGNOSTICS, INC.
By:/s/ M. Lee Hulsebus
--------------------------------------------
M. Lee Hulsebus, Chief Executive Officer
Dated: February 24, 2000
3