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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 30, 1998
Industrial Imaging Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-15520 05-0396504
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
847 Rogers Street, Lowell, Massachusetts 01852
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 937-5400
Not Applicable
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(Former name or former address, if changed since last report)
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TABLE OF CONTENTS
FORM 8-K
January 30, 1998
Item Page
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Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 3
Signatures 4
Exhibits 5
Page 2 of 5 pages
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ITEM 5. OTHER EVENTS.
On January 30, 1998, the Registrant publicly disseminated a press release
announcing that the Registrant had completed a $3 million equity placement with
Wexford Management LLC, which purchased 3,000,000 shares of the Registrant's
common stock at $1.00 per share. As part of the transaction, Wexford also
received 1,000,000 common stock warrants, exercisable over five years at $1.00
per share, and 1,000,000 common stock warrants, exercisable over five years at
$2.00 per share. A Wexford nominee, Dr. Shaiy Pilpel, has joined the Board of
Directors of the Registrant. The information contained in the press release is
incorporated herein by reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated January 30, 1998.
Page 3 of 5 pages
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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.
Industrial Imaging Corporation
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(Registrant)
Date: January 30, 1998 By: /s/ Juan J. Amodei, PH.D.
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Juan J. Amodei, Ph.D.
President and Chief Executive Officer
Page 4 of 5 pages
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EXHIBIT 99.1
PRESS RELEASE
INDUSTRIAL IMAGING ANNOUNCES $3 MILLION PRIVATE EQUITY PLACEMENT
LOWELL, MASSACHUSETTS, January 30, 1998. - INDUSTRIAL IMAGING CORPORATION (OTC
BB: INIM) announced today that it completed a $3 million equity placement with
Wexford Management LLC, which purchased 3,000,000 shares of the Company's common
stock at $1.00 per share. As part of the transaction, Wexford also received
1,000,000 common stock warrants, exercisable over five years at $1.00 per share,
and 1,000,000 common stock warrants, exercisable over five years at $2.00 per
share. A Wexford nominee, Dr. Shaiy Pilpel, has joined the Board of Directors of
the Company. As a condition to the financing, the company arranged for holders
of approximately 1.1 million of existing common stock warrants to exercise the
warrants prior to the investment termination date at a discount of 50% to the
original exercise price. As a result, the Company has received a further
investment of $475,000.
Dr. Juan J. Amodei, Chairman and CEO of Industrial Imaging said that he was
extremely pleased with the infusion of capital into the Company and the vote of
confidence placed in the future prospects of the Company by Wexford. The
financing is expected to allow the Company to now more aggressively market its
products to customers worldwide.
Industrial Imaging Corporation, headquartered in Lowell, Massachusetts, is a
manufacturer and distributor of in-line automated optical inspection systems
sold in the printed circuit board industry. Industrial Imaging, through its
subsidiary, AOI International, manufactures patented test equipment that can be
incorporated continuously into a customer's production line, and utilizes
multiple stationary cameras. These design features increase customer throughput,
test equipment reliability and accuracy. Its stock is traded on the OTC Bulletin
Board under the symbol "INIM".
Charles E. Davidson, Chairman of Wexford, said that he believed this investment
will permit Industrial Imaging to significantly ramp up production of its line
of automated optical inspection test equipment. We believe that with Industrial
Imaging's product line, market reputation and product reliability and accuracy,
Wexford's capital should position the Company for future success.
Wexford Management LLC is a private investment management company located in
Greenwich, CT with over $1 billion in assets under management.
This release contains forward looking statements regarding anticipated increases
in revenues, markets and other matters. These statements, in addition to
statements made in conjunction with the words "anticipate," "expect," "believe,"
"intend," "seek" and similar expressions, are forward-looking statements. These
statements involve a number of risks and uncertainties, including but not
limited to, the impact of competitive products and pricing, product demand and
market acceptance, new product development, availability of raw materials,
fluctuations in operating results and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission.
Page 5 of 5 pages
