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
May 11, 1995
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(Date of earliest event reported)
ADVANCED TECHNOLOGY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Washington 0-15160 91-1353386
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification No.)
organization) Number)
22100 Bothell Everett Highway
P.O. Box 3003, Bothell, Washington 98041-3003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 487-7000
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Item 5. Other Events
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Reincorporation:
On May 11, 1995 Advanced Technology Laboratories, Inc., a
Delaware corporation, changed its legal domicile by merging with and
into ATLI Washington Corporation, a Washington wholly owned subsidiary,
and retained the name Advanced Technology Laboratories, Inc.(the "Company"
or "ATL"). Pursuant to the terms of the merger, the Articles of
Incorporation, Certificate of Designation of Preferred Series A Stock and
Bylaws of ATLI Washington Corporation were deemed to be the charter
documents of the surviving corporation. Reference is made to the Company's
Proxy Statement dated April 3, 1995 for details regarding the
reincorporation merger.
Description of Capital Stock:
Common Stock
ATL's authorized capital includes 50,000,000 shares of common
stock, $.01 par value per share ("ATL Common Stock"). All shares are
entitled to participate equally in dividends. Each shareholder has
one vote for each share registered in the shareholder's name as of the
applicable record date for any matter presented to shareholders. All
shares of ATL Common Stock rank equally on liquidation. Holders of
shares of ATL Common Stock have no preemptive rights and are not
entitled to cumulate votes in the election of directors.
Preferred Stock
ATL's authorized capital also includes 6,000,000 preferred shares
($1.00 par value per share), 500,000 of which have been designated
Series A Preferred Shares ("ATL Series A Preferred Shares"). There
are no preferred shares issued and outstanding. The ATL Board is
authorized to establish the number of shares, designations, relative
rights, preferences and limitations, including voting and conversion
rights, of any future series of preferred shares.
Shareholder Rights Plan
Pursuant to the Amended and Restated Rights Agreement dated as of
June 26, 1992, between ATL and First Chicago Trust Company of New
York, as Rights Agent, as amended (The "Rights Agreement"), holders of
shares of ATL Common Stock currently hold rights to purchase shares of
ATL Series A Preferred Shares exercisable only in certain
circumstances (the "Rights"). The Rights, which are represented by
certificates for ATL Common Stock, currently trade together with the
ATL Common Stock. Each Right, when it becomes exercisable as
described below, will entitle the registered holder to purchase one
one-hundredth (1/100) of an ATL Series A Preferred Share at a price
(the "Purchase Price") equal to four times the average of the high and
low sale prices of the ATL Common Stock as reported on the Nasdaq
National Market for each of the 10 trading days commencing on the
sixth trading day following the Distribution Date (as defined in the
Rights Agreement).
The ATL Series A Preferred Shares issuable upon exercise of the
Rights will not be redeemable. Each ATL Series A Preferred Share will
be entitled to a minimum preferential quarterly dividend payment of
$.01 per share, but will be entitled to an aggregate dividend of 100
times the dividend
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declared per share of ATL Common Stock, if any. In the event of
dissolution, liquidation or winding up of ATL, whether voluntary or
involuntary, the holders of ATL Series A Preferred Shares will be entitled
to a minimum preferential payment of $.01 per share, but will be entitled
to an aggregate preferential payment of 100 times the payment made per
share of ATL Common Stock. Each ATL Series A Preferred Share will have
100 votes, voting together with the ATL Common Stock. Finally, in the
event of any merger, business combination, consolidation or other
transaction in which the ATL Common Stock is exchanged, each ATL Series
A Preferred Share will be entitled to receive 100 times the amount
received per share of ATL Common Stock. Because of the nature of the
ATL Series A Preferred Shares' dividend, liquidation and voting rights,
the value of the one one-hundredth (1/100) interest in an ATL Series
A Preferred Share issuable upon exercise of each Right should approximate
the value of one share of ATL Common Stock. Customary antidilution
provisions are designed to protect that relationship in the event of
certain changes in the ATL Common Stock and the ATL Series A Preferred
Shares. The ATL Series A Preferred Shares are authorized to be issued
in fractions that are an integral multiple of one one-hundredth (1/100)
of an ATL Series A Preferred Share. ATL may, but is not required to,
issue fractions of shares upon the exercise of Rights, and, in lieu of
fractional shares, ATL may utilize a depository arrangement as
provided by the terms of the ATL Series A Preferred Shares and, in the
case of fractions other than one one-hundredth (1/100) of an ATL
Series A Preferred Share or integral multiples thereof, may make a
cash payment based on the market price of such shares.
Until the earlier of (i) such time as ATL learns that a person or
group (including any affiliate or associate of such person or group)
has acquired, or has obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding ATL Common Stock, (such
person or group being an "Acquiring Person") and (ii) such date, if
any, as may be designated by the ATL Board following the commencement
of, or first public disclosure of an intent to commence, a tender or
exchange offer for outstanding ATL Common Stock that could result in
the offeror becoming the beneficial owner of 15% or more of the
outstanding ATL Common Stock (the earlier of such dates, subject to
certain exceptions, being the "Separation Date"), the Rights will be
evidenced by certificates for ATL Common Stock registered in the names
of the holders thereof (which certificates for ATL Common Stock will
also be deemed to be Right Certificates, as defined herein), not by
separate Right Certificates. Therefore, until the Separation Date,
the Rights will be transferred with and only with the ATL Common
Stock.
As soon as practicable following the Separation Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of ATL Common Stock as of the close of
business on the Separation Date (and to each initial record holder of
certain ATL Common Stock originally issued after the Separation Date),
and such separate Right Certificates alone will thereafter evidence
the Rights.
The Rights are not exercisable until the Separation Date and will
expire on June 30, 2002, (the "Expiration Date"), unless earlier
redeemed or canceled by ATL, as described below.
The number of ATL Series A Preferred Shares or other securities
issuable upon exercise of a Right, the Purchase Price, the Redemption
Price (as defined herein) and the number of Rights associated with
each outstanding share of ATL Common Stock are all subject to
adjustment by the ATL Board in the event of any change in the ATL
Common Stock or the ATL Series A Preferred Shares, whether by reason
of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of securities, split-ups,
split-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or
subscription rights, options or warrants to holders of ATL Common
Stock or ATL Series A Preferred Shares, as the case may be (other than
the Rights or regular quarterly cash dividends), or otherwise.
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In the event a person becomes an Acquiring Person, the Rights
will entitle each holder of a Right (other than those held by an
Acquiring Person (or any affiliate or associate of such Acquiring
Person)) to purchase, for the Purchase Price, that number of one one-
hundredth (1/100) of an ATL Series A Preferred Share equivalent to the
number of shares of ATL Common Stock that at the time of the
transaction would have a market value of twice the Purchase Price.
Any Rights that are at any time beneficially owned by an Acquiring
Person (or any affiliate or associate of an Acquiring Person) will be
null and void and nontransferable and any holder of any such Right
(including any purported transferee or subsequent holder) will be
unable to exercise or transfer any such Right.
After there is an Acquiring Person the ATL Board may elect to
exchange each Right (other than Rights that have become null and void
and nontransferable as described above) for consideration per Right
consisting of one-half of the securities that would be issuable at
such time upon the exercise of one Right pursuant to the terms of the
Rights Agreement, and without payment of the Purchase Price.
In the event ATL is acquired in a merger by, or other business
combination with, or 50% or more of its assets or assets representing
50% or more of its earning power are sold, leased, exchanged or
otherwise transferred (in one or more transactions) to a publicly
traded corporation, each Right will entitle its holder (subject to the
next paragraph) to purchase, for the Purchase Price, that number of
common shares of such corporation that at the time of the transaction
would have a market value of twice the Purchase Price. In the event
ATL is acquired in a merger by, or other business combination with, or
50% or more of its assets or assets representing 50% or more of the
earning power of ATL are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to an entity that is not a
publicly traded corporation, each Right will entitle its holder
(subject to the next paragraph) to purchase, for the Purchase Price,
at such holder's option, (i) that number of shares of the surviving
corporation in the transaction with such entity (which surviving
corporation could be ATL) that at the time of the transaction would
have a book value of twice the Purchase Price, (ii) that number of
shares of such entity that at the time of the transaction would have a
book value of twice the Purchase Price, or (iii) if such entity has an
affiliate that has publicly traded common shares, that number of
common shares of such affiliate that at the time of the transaction
would have a market value of twice the Purchase Price.
At any time prior to the earlier of (i) such time as a person
becomes an Acquiring Person and (ii) the Expiration Date, the ATL
Board may redeem the Rights in whole, but not in part, at a price (in
cash or ATL Common Stock or other securities of ATL deemed by the ATL
Board to be at least equivalent in value) of $.01 per Right, subject
to adjustment as provided in the Rights Agreement (the "Redemption
Price"); provided, however, that for the 120-day period after any date
of a change (resulting from a proxy or consent solicitation) in a
majority of the ATL Board in office at the commencement of such
solicitation, the Rights may only be redeemed if (A) there are
directors then in office who were in office at the commencement of
such solicitation and (B) the ATL Board, with the concurrence of a
majority of such directors then in office, determines that such
redemption is, in its judgment, in the best interests of ATL and its
shareholders. Immediately upon the action of the ATL Board electing
to redeem the Rights, ATL will make an announcement thereof, and, upon
such election, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of ATL, including, without limitation,
the right to vote or to receive dividends.
At any time prior to the Separation Date, ATL may, without the
approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the
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Separation Date would occur, the time during which the Rights may be
redeemed or the terms of the ATL Series A Preferred Shares), except
that no supplement or amendment shall be made that reduces the
Redemption Price (Other than pursuant to certain adjustments therein),
provides for an earlier Expiration Date or makes certain changes to
the definition of Acquiring Person. However, for the 120-day period
after any date of a change (resulting from a proxy or consent
solicitation) in a majority of the ATL Board in office at the
commencement of such solicitation, the Rights Agreement may be
supplemented or amended only if (A) there are directors then in office
who were in office at the commencement of such solicitation and (B)
the ATL Board, with the concurrence of a majority of such directors
then in office, determines that such supplement or amendment is, in
its judgment, in the best interests of ATL and its shareholders.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to
acquire ATL without conditioning the offer on substantially all the
Rights being acquired. The Rights will not interfere with any merger
or other business combination approved by the ATL Board since the ATL
Board may, at its option, at any time prior to any person becoming an
Acquiring Person, redeem all but not less than all the then
outstanding Rights at the Redemption Price.
FDA Advisory Committee Panel Recommends Approval of PMA Application
On December 11, 1995 a U.S. Food and Drug Administration (FDA)
Advisory Committee Panel voted unanimously to recommend FDA approval,
under certain conditions, of the pre-market approval (PMA) application
of ATL which would allow a new clinical application of ultrasound, in
conjunction with mammography, to provide a high level of confidence in
differentiating benign from malignant or suspicious breast lesions,
and thereby reduce the need for breast biopsy. The FDA usually
follows the recommendation of its Advisory Committee Panel but is not
obliged to do so. A final determination on approval of the PMA is
expected in early 1996.
Item 7. Exhibits
c. Exhibits
3.1(a) Articles of Incorporation.
3.1(b) Certificate of Designation of Series A
Participating Cumulative Preferred Stock.
3.2 Bylaws.
20 ATL Press Release dated December 11, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ADVANCED TECHNOLOGY
LABORATORIES, INC.
DATE: January 10, 1996 BY: /s/ W. Brinton Yorks, Jr.
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W. Brinton Yorks, Jr.
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit
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3.1(a) Articles of Incorporation
3.1(b) Certificate of Designation of Series A
Participating Cumulative Preferred Stock
3.2 Bylaws.
20 ATL Press Release dated December 11, 1995
EXHIBIT 3.1(a)
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ARTICLES OF INCORPORATION
OF
ADVANCED TECHNOLOGY LABORATORIES, INC.
ARTICLE I. NAME
The name of the corporation (the "Corporation") is
ADVANCED TECHNOLOGY LABORATORIES, INC.
ARTICLE II. REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of
Washington is 520 Pike Street, 26th Floor, Seattle, Washington 98101. The
name of the Corporation's registered agent at such address is C T Corporation
System.
ARTICLE III. SHARES
3.1 Authorized Capital
The total number of shares of stock which the Corporation shall have
authority to issue is 56,000,000 shares, of which 50,000,000 shares shall
be shares of Common Stock, par value $0.01 per share ("Common Stock"), and
6,000,000 shares shall be shares of Preferred Stock, with the par value of
$1.00 per share ("Preferred Stock"). Unless otherwise provided for pursuant
to the authority granted in Section 3.2, no shareholder of the Corporation
shall have any preemptive right to acquire additional shares of stock or
securities convertible into shares of stock of the Corporation.
3.2. Provisions Relating to Preferred Stock
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article III, to provide for the
issuance of the shares of Preferred Stock in series and by filing a
certificate pursuant to the applicable law of the State of Washington, to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such class or series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
(i) the number of shares constituting that series and the
distinctive designation of that series;
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(ii) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares
of that series;
(iii) whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;
(iv) whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion privileges, including
provision for adjustment of the conversion rate in such events as the Board
of Directors shall determine;
(v) whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date
or dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
(vi) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;
(vii) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(viii) any other relative rights, preferences and limitations of
that series.
3.3. Provisions Relating to Common Stock
(i) Subject to the provisions of Section 3.2 of this Article III,
holders of Common Stock shall be entitled to receive such dividends as may
be declared thereon from time to time by the Board of Directors in its
discretion from any assets legally available for the payment of dividends.
(ii) In the event of the dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, after distribution to the
holders of all shares of Preferred Stock which shall be entitled to a
preference over the holders of Common Stock of the full preferential amounts
to which the holders of Preferred Stock are entitled, the holders of Common
Stock shall be entitled to share ratably in the distribution of the assets
of the Corporation or the proceeds thereof.
(iii) Except as herein otherwise expressly provided and as
otherwise required by law, all shares of Common Stock shall have equal
voting rights
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and the holders of such shares shall have one vote, in person or by proxy,
for each share thereof held.
ARTICLE IV. SHAREHOLDER MEETINGS
4.1 Quorum
At each meeting of the shareholders, except as otherwise expressly
required by law or by these Articles of Incorporation, shareholders holding
one-third of the shares of stock of the Corporation issued and outstanding,
and entitled to be voted thereat, shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a
quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and
entitled to vote thereat, or in the absence therefrom of all the
shareholders, any officer entitled to preside at, or to act as Secretary of,
such meeting may adjourn such meeting from time to time until shareholders
holding the amount of stock requisite for a quorum shall be present in person
or by proxy. At any such adjourned meeting at which a quorum may be present
any business may be transacted which might have been transacted at the
meeting as originally called.
4.2 Special Meeting Of Shareholders
Except as otherwise required by law and subject to the rights of the
holders of the Preferred Stock or any other class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation, special
meetings of shareholders of the Corporation may be called only by holders of
two-thirds or more of the voting power of the then outstanding shares of
stock of all classes and series of the Corporation entitled to vote generally
in the election of Directors ("Voting Stock"), by the Corporation's Chairman
of the Board, by its President or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors or as
otherwise provided in the Bylaws of the Corporation.
ARTICLE V. LIMITATION OF DIRECTOR LIABILITY
5.1 Limitation of Liability
To the fullest extent permitted by the Washington Business
Corporation Act, (the "Act") as the same exists or may hereafter be amended,
a director of the Corporation shall not be liable to the Corporation or its
shareholders for conduct as a director. Any amendments to or repeal of this
Article V shall not adversely affect any right or protection of a director
for or with respect to any acts or omissions of such director occurring prior
to such amendment or repeal.
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5.2 Restriction on Amendment
In addition to any requirements of law and any other provisions
herein or in the terms of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation (and not
withstanding that a lesser percentage may be specified by law), the
affirmative vote of the holders of two-thirds or more of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall
be required to amend, alter or repeal any provision of this Article V.
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS
1. The Corporation shall have the following powers:
(a) The Corporation may indemnify and hold harmless to the
fullest extent not prohibited by applicable law each person who was or is
made a party to or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or other proceeding, whether civil, criminal, derivative,
administrative or investigative, by reason of that fact that he or she is or
was a director, officer, employee or agent of the Corporation or, being or
having been such a director, officer, employee or agent of the Corporation,
he or she is or was serving at the request of the Corporation as a director,
officer, employee, agent, trustee, or in any other capacity of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action or omission in an official
capacity or in any other capacity while serving as a director, officer,
employee, agent trustee or in any other capacity, against all expense,
liability and loss (including, without limitation, attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) actually or reasonably incurred or suffered by such person in
connection therewith. Such indemnification may continue as to a person who
has ceased to be a director, officer, employee or agent of the Corporation
and shall inure to the benefit of his or her heirs and personal
representatives.
(b) The Corporation may pay expenses incurred in defending
any such proceeding in advance of the final disposition of any such
proceeding; provided, however, that the payment of such expenses in advance
of the final disposition of a proceeding shall be made to or on behalf of a
director, officer, employee or agent only upon delivery to the Corporation of
an undertaking, by or on behalf of such director, officer, employee or agent,
to repay all amounts so advanced if it shall ultimately be determined that
such director, officer, employee or agent is not entitled to be indemnified
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under this Article VI or otherwise, which undertaking may be unsecured
and may be accepted without reference to financial ability to make repayment.
(c) The Corporation may enter into contracts with any person
who is or was a director, officer, employee and agent of the Corporation in
furtherance of the provisions of this Article VI and may create a trust fund,
grant a security interest in property of the Corporation, or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as provided in
this Article VI.
(d) If the Act is amended in the future to expand or increase the
power of the Corporation to indemnify, to pay expenses in advance of final
disposition, to enter into contracts, or to expend or increase any similar
or related power, then, without any further requirement of action by the
shareholders or directors of the Corporation, the powers described in this
Article VI shall be expanded and increased to the fullest extent permitted
by the Act, as so amended.
(e) No indemnification shall be provided under this Article VI
to any such person if the Corporation is prohibited by the nonexclusive
provisions of the Act or other applicable law as then in effect from paying
such indemnification. For example, no indemnification shall be provided to
any director in respect of any proceeding, whether or not involving action
in his or her official capacity, in which he or she shall have been finally
adjudged to be liable on the basis of intentional misconduct or knowing
violation of law by the director, or from conduct of the director in
violation of Section 23B.08.310 of the Act, or that the director personally
received a benefit in money, property or services to which the director was
not legally entitled.
2. The Corporation shall indemnify and hold harmless any person
who is or was a director or officer of the Corporation, and pay expenses in
advance of final disposition of a proceeding, to the full extent to which the
Corporation is empowered.
3. The Corporation may, by action of its Board of Directors from time
to time, indemnify and hold harmless any person who is or was an employee or
agent of the Corporation, and pay expenses in advance of final disposition of a
proceeding, to the full extent to which the Corporation is empowered, or to a
lesser extent which the Board of Directors may determine.
4. The rights to indemnification and payment of expenses in advance
of final disposition of a proceeding conferred by or pursuant to this
Article VI shall be contract rights.
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5. A director, officer, employee or agent ("claimant") shall be
presumed to be entitled to indemnification and/or payment of expenses under
this Article VI upon submission of a written claim (and, in an action brought
to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition, where the undertaking in subsection 1(b)
above has been delivered to the Corporation) and thereafter the Corporation
shall have the burden of proof to overcome the presumption that the claimant
is so entitled.
If a claim under this Article is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for expenses incurred in defending
a proceeding in advance of its final disposition, in which case the
applicable period shall be twenty (20) days, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, to the extent successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim.
Neither the failure of the Corporation (including its board of directors,
its shareholders or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstances nor an actual determination by the Corporation (including its
board of directors, its shareholders or independent legal counsel) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a
presumption that the claimant is not so entitled.
6. The right to indemnification and payment of expenses in advance
of final disposition of a proceeding conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.
7. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee, agent or
trustee of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against
such expense, liability or loss under the Act.
8. Any repeal or modification of this Article VI shall not adversely
affect any right of any person existing at the time of such repeal or
modification.
9. If any provision of this Article VI or any application thereof
shall be invalid, unenforceable or contrary to applicable law, the remainder
of
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this Article VI, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, unenforceable
or contrary to applicable law, shall not be affected thereby and shall
continue in full force and effect.
10. For the purposes of this Article VI, "applicable law" shall at
all times be construed as the applicable law in effect at the date
indemnification may be sought, or the law in effect at the date of the
action, omission or other event giving rise to the situation for which
indemnification may be sought, whichever is selected by the person seeking
indemnification. As of the date hereof, applicable law shall include
Section 23B.08.500 through .600 of the Act.
ARTICLE VII DIRECTORS AND OFFICERS
7.1 Number of Directors
The number of directors of the Corporation shall be specified in
the Bylaws, and such number may from time to time be increased or decreased
in such manner as may be prescribed in the Bylaws. The officers of the
Corporation shall be appointed in such manner as described in the Bylaws.
7.2 Election of Directors
Unless otherwise provided for pursuant to the authority granted in
Section 3.2 of Article III hereof, shareholders of the Corporation shall not
have the right to cumulative votes in the election of directors.
ARTICLE VIII. MERGERS, SHARE EXCHANGES
AND OTHER TRANSACTIONS
Except as otherwise expressly provided in these Articles of
Incorporation, a merger, share exchange, sale of substantially all of the
Corporation's assets other than in the regular course of business, or
dissolution must be approved by the affirmative vote of a majority of the
Corporation's outstanding shares entitled to vote, or if separate voting by
voting groups is required, then by not less than a majority of all the votes
entitled to be cast by that voting group.
ARTICLE IX. CORPORATION'S ACQUISITION OF OWN SHARES
The Corporation may purchase, redeem receive, take or otherwise
acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose
pledge, use and otherwise deal with and in its own shares. As a specific
modification of Section 23B.06.310 of the Act, pursuant to the authority in
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Section 23B.02.020(5)(c) of the Act to include provisions related to the
management of the business and the regulation of the affairs of the
Corporation, shares of the Corporation's stock acquired by it shall be
considered "Treasury Stock" and so held by the Corporation. The shares so
acquired by the Corporation shall not be considered as authorized but
unissued but rather authorized, issued and held by the Corporation but not
outstanding. The shares so acquired shall not be regarded as canceled or as
a reduction to the authorized capital of the Corporation unless specifically
so designated by the Board of Directors in an amendment to these Articles of
Incorporation. The provisions of this Article IX do not alter or affect the
status of the Corporation's acquisition of its shares as a
"distribution" by the Corporation as defined in Section 23B.01.400(6) of the
Act nor alter or affect the limitations of distributions by the Corporation
set forth in Section 23B.06.400 of the Act. Any shares so acquired the
Corporation, unless specifically designated by the Board of Directors, at
the time of acquisition, shall be considered on subsequent disposition as
transferred rather than reissued. Nothing in this Article IX limits or
restricts the right of the Corporation to resell or otherwise dispose of any
of its shares previously acquired for such consideration and according to
such procedures as established by the Board of Directors.
ARTICLE X. INCORPORATOR
The name and address of the incorporator are: W. Brinton Yorks, Jr.,
22100 Bothell Everett Highway, Bothell Washington 98041-3003.
/s/ W. Brinton Yorks, Jr.
------------------------
W. Brinton Yorks, Jr.
Incorporator
May 11, 1995 ART. OF INCORP.
Page 9
EXHIBIT 3.1(b)
--------------
CERTIFICATE OF DESIGNATION
OF SERIES A PARTICIPATING
CUMULATIVE PREFERRED STOCK SETTING
FORTH THE POWERS, PREFERENCES,
RIGHTS, QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS
OF SUCH SERIES OF
PREFERRED STOCK
OF
ATLI WASHINGTON CORPORATION
The undersigned, being the Chief Executive Officer of ATLI
Washington Corporation, a Washington corporation (the
"Corporation"), in accordance with the provisions of RCW
23B.06.020, does hereby certify that, pursuant to the authority
conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, the following resolution
creating a Series A Participation Cumulative Preferred Stock was
duly adopted by the Board of Directors of the Corporation and
effective as of May 5, 1995:
Whereas the Corporation was created for the purpose of
reincorporating Advanced Technology Laboratories, Inc., a
Delaware corporation (the "Company") by way of a merger with and
into the Corporation, and
Whereas, the Corporation seeks to retain the prior
rights and interests of its shareholders provided under the
General Corporation Law of the State of Delaware, now, therefore,
under the authority conferred upon the Board of Directors of the
Corporation by Article III of the Articles of Incorporation, the
Directors adopt an identical series of Preferred Stock designated
as Series A Participating Cumulative Preferred Stock which
remains in full force and effect, without further amendment as
follows:
RESOLVED, that, pursuant to the authority vested in the
Board of Directors of the Corporation in accordance with the
provisions of the Articles of Incorporation of the Corporation, a
series of Preferred Stock of the corporation is hereby created
and that the designation and number of shares thereof and the
voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the
qualifications, limitations and restrictions thereof are as
follows:
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Section 1. Designation and Number of Shares. The
shares of such series shall be designated as "Series A
Participating Cumulative Preferred Stock" (the "Series A
Preferred Stack") par value $1.00 per share. The number of
shares initially constituting the Series A Preferred Stock shall
be 500,000; provided, however, that, if more than a total of
500,000 shares of Series A Preferred Stock shall be issuable upon
the exercise of Rights (the "Rights") issued pursuant to the
Amended and Restated Rights Agreement dated as of June 26, 1992,
between the Corporation and First Chicago Trust Company of New
York, as Rights Agent (the "Rights Agreement"), the Board of
Directors of the corporation, pursuant to RCW 23B.06.020, shall
direct by resolution or resolutions that a certificate be
properly executed and filed as required by RCW 23B.06.020,
providing for the total number of shares of Series A Preferred
Stock authorized to be issued to be increased (to the extent that
the Articles of Incorporation then permits) to the largest number
of whole shares (rounded up to the nearest whole number) issuable
upon exercise of such Rights.
Section 2. Dividends or Distributions. (a) Subject to
the prior and superior rights of the holders of shares of any
other series of Preferred Stock or other class of capital stock
of the Corporation ranking prior and superior to the shares of
Series A Preferred Stock with respect to dividends, the holders
of shares of the Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out
of the assets of the Corporation legally available therefor, (1)
quarterly dividends payable in cash on the last day of each
fiscal quarter in each year, or such other dates as the Board of
Directors of the Corporation shall approve (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or a fraction of a share of Series A
Preferred Stock, in the amount of $.0l per whole share (rounded
to the nearest cent) less the amount of all cash dividends
declared on the Series A Preferred Stock pursuant to the
following clause (2) since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock (the total of
which shall not, in any event, be less than zero) and (2)
dividends payable in cash on the payment date for each cash
dividend declared on the Common Stock in an amount per whole
share (rounded to the nearest cent) equal to the Formula Number
(as hereinafter defined) then in effect times the cash dividends
then to be paid on each share of Common Stock. In addition, if
the Corporation shall pay any dividend or make any distribution
on the Common Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions
solely in shares of Common Stock), then, in each such case, the
Corporation shall simultaneously pay or make on each outstanding
whole share of Series A Preferred Stock a dividend or
distribution in like kind equal to the Formula Number then in
effect times such dividend or distribution on each share of the
Common Stock. As used herein, the "Formula Number" shall be 100;
provided, however, that, if at any time after June 26, 1992, the
Corporation shall (i) declare or pay any dividend on the Common Stock
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payable in shares of Common Stock or make any distribution
on the Common Stock in shares of Common Stock, (ii) subdivide (by
a stock split or otherwise) the outstanding shares of Common
Stock into a larger number of shares of Common Stock or (iii)
combine (by a reverse stock split or otherwise) the outstanding
shares of Common Stock into a smaller number of shares of Common
Stock, then in each such event the Formula Number shall be
adjusted to a number determined by multiplying the Formula Number
in effect immediately prior to such event by a fraction, the
numerator of which is the number of shares of Common Stock that
are outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that are
outstanding immediately prior to such event (and rounding the
result to the nearest whole number); and provided further, that,
if at any time after June 26, 1992, the Corporation shall issue
any shares of its capital stock in a merger, reclassification or
change of the outstanding shares of Common Stock, then in each
such event the Formula Number shall be appropriately adjusted to
reflect such merger, reclassification or change so that each
share of Preferred Stock continues to be the economic equivalent
of a Formula Number of shares of Common Stock prior to such
merger, reclassification or change.
(b) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
Section 2(a) immediately prior to or at the same time it declares
a dividend or distribution on the Common Stock (other than a
dividend or distribution solely in shares of Common Stock);
provided, however, that, in the event no dividend or distribution
(other than a dividend or distribution in shares of Common Stock)
shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $.0l
per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date. The
Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive
a dividend or distribution declared thereon, which record date
shall be the same as the record date for any corresponding
dividend or distribution on the Common Stock.
(c) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from and after
the Quarterly Dividend Payment Date next preceding the date of
original issue of such shares of Series A Preferred Stock;
provided, however, that dividends on such shares which are
originally issued after the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive
a quarterly dividend and on or prior to the next succeeding
Quarterly Dividend Payment Date shall begin to accrue and be
cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the foregoing, dividends on shares of Series A
Preferred Stock which are originally issued prior to the record
date for the first Quarterly Dividend Payment shall be calculated
as if cumulative from and after the last day of the fiscal
quarter (or such other Quarterly Dividend Payment Date as the
Board of Directors of the Corporation shall approve),
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<PAGE>
next preceding the date of original issuance of such shares.
Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-
share basis among all such shares at the time outstanding.
(d) So long as any shares of the Series A Preferred
Stock are outstanding, no dividends or other distributions shall
be declared, paid or distributed, or set aside for payment or
distribution, on the Common Stock unless, in each case, the
dividend required by this Section 2 to be declared on the Series
A Preferred Stock shall have been declared.
(e) The holders of the shares of Series A Preferred
Stock shall not be entitled to receive any dividends or other
distributions except as provided herein.
Section 3. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:
(a) Each holder of Series A Preferred Stock shall be
entitled to a number of votes equal to the Formula Number then in
effect, for each share of Series A Preferred Stock held of record
on each matter on which holders of the Common Stock or
shareholders generally are entitled to vote, multiplied by the
maximum number of votes per share which any holders of the Common
Stock or shareholders generally then have with respect to such
matter (assuming any holding period or other requirement to vote
a greater number of shares is satisfied).
(b) Except as otherwise provided herein or by
applicable law, the holders of shares of Series A Preferred Stock
and the holders of shares of Common Stock shall vote together as
one class for the election of directors of the Corporation and on
all other matters submitted to a vote of shareholders of the
Corporation.
(c) If, at the time of any annual meeting of
shareholders for the election of directors, the equivalent of six
quarterly dividends (whether or not consecutive) payable on any
share or shares of Series A Preferred Stock are in default, the
number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting
together with the holders of Common Stock for the election of
other directors of the Corporation, the holders of record of the
Series A Preferred Stock, voting separately as a class to the
exclusion of the holders of Common Stock, shall be entitled at
said meeting of shareholders (and at each subsequent annual
meeting of shareholders), unless all dividends in arrears have
been paid or declared and set apart for payment prior thereto, I
to vote for the election of two directors of the Corporation, the
holders of any Series A Preferred Stock being entitled to cast a
number of votes per share of Series A Preferred Stock equal to
the Formula Number. Until the default in payments of all
dividends which permitted the election of said directors shall
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<PAGE>
cease to exist, any director who shall have been so elected
pursuant to the next preceding sentence may be removed at any
time, either with or without cause, only by the affirmative vote
of the holders of the shares of Series A Preferred Stock at the
time entitled to cast a majority of the votes entitled to be cast
for the election of any such director at a special meeting of
such holders called for that purpose, and any vacancy thereby
created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series A
Preferred Stock shall be divested of the foregoing special voting
rights, subject to revesting in the event of each and every
subsequent like default in payments of dividends. Upon the
termination of the foregoing special voting rights, the terms of
office of all persons who may have been elected directors
pursuant to said special voting rights shall forthwith terminate,
and the number of directors constituting the Board of Directors
shall be reduced by two. The voting rights granted by this
Section 3(c) shall be in addition to any other voting rights
granted to the holders of the Series A Preferred Stock in this
Section 3.
(d) Except as provided herein, in Section 11 or by
applicable law, holders of Series A Preferred Stock shall have no
special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for authorizing or taking any
corporate action.
Section 4. Certain Restrictions. (a) Whenever
quarterly dividends or other dividends or distributions payable
on the Series A Preferred Stock as provided in section 2 are in
arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the
Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred, Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock; provided that
the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation
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<PAGE>
ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock;
or
(iv) purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors)
to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(b) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Liquidation Rights. Upon the liquidation,
dissolution or winding up of the Corporation, whether voluntary
or involuntary, no distribution shall be made (1) to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received an amount equal to the
accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, plus an amount
equal to the greater of (x) $.0l per whole share or (y) an
aggregate amount per share equal to the Formula Number then in
effect times the aggregate amount to be distributed per share to
holders of Common Stock or (2) to the holders of stock ranking on
a parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and
all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.
Section 6. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the
then outstanding shares of Series A Preferred Stock shall at the
same time be similarly exchanged or changed into an amount per
share equal to the Formula Number then in effect times the
aggregate amount of stock, securities, cash or any other property
(payable in kind), as the case may be, into which or for which
each share of Common Stock is exchanged or changed. In the event
both this Section 6 and Section 2 appear to apply to a
transaction, this Section 6 will control.
Section 7. No Redemption; No Sinking Fund. (a) The
shares of Series A Preferred Stock shall not be subject to
redemption by the Corporation or at the option of
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any holder of Series A Preferred Stock; provided, however, that the
Corporation may purchase or otherwise acquire outstanding shares of
Series A Preferred Stock in the open market or by offer to any holder
or holders of shares of Series A Preferred Stock.
(b) The shares of Series A Preferred Stock shall not
be subject to or entitled to the operation of a retirement or
sinking fund.
Section 8. Ranking. The Series A Preferred Stock
shall rank junior to all other series of Preferred Stock of the
Corporation, unless the Board of Directors shall specifically
determine otherwise in fixing the powers, preferences and
relative, participating, optional and other special rights of the
shares of such series and the qualifications, limitations and
restrictions thereof.
Section 9. Fractional Shares. The Series A Preferred
Stock shall be issuable upon exercise of the Rights issued
pursuant to the Rights Agreement in whole shares or in any
fraction of a share that is one one-hundredth (1/100th) of a
share or any integral multiple of such fraction which shall
entitle the holder, in proportion to such holder's fractional
shares, to receive dividends, exercise voting rights, participate
in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock. In lieu of fractional
shares, the Corporation, prior to the first issuance of a share
or a fraction of a share of Series A Preferred Stock, may elect
(1) to make a cash payment as provided in the Rights Agreement
for fractions of a share other than one one-hundredth (1/100th)
of a share or any integral multiple thereof or (2) to issue
depository receipts evidencing such authorized fraction of a
share of Series A Preferred Stock pursuant to an appropriate
agreement between the Corporation and a depository selected by
the Corporation; provided that such agreement shall provide that
the holders of such depository receipts shall have all the
rights, privileges and preferences to which they are entitled as
holders of the Series A Preferred Stock.
Section 10. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued
shares of Preferred Stock, without designation as to series until
such shares are once more designated as part of a particular
series by the Board of Directors pursuant to the provisions of
Article III of the Articles of Incorporation.
Section 11. Amendment. None of the powers,
preferences and relative, participating, optional and other
special rights of the Series A Preferred Stock as provided herein
or in the certificate of Incorporation shall be amended in any
manner which would alter or change the powers, preferences,
rights or privileges of the holders of Series A Preferred Stock
so as to affect them adversely without the affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of
Series A Preferred Stock, voting as a separate class; provided,
however, that no such amendment approved by
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the holders of at least 66-2/3% of the outstanding shares of Series
A Preferred Stock shall be deemed to apply to the powers, preferences,
rights or privileges of any holder of shares of Series A Preferred Stock
originally issued upon exercise of the Rights after the time of
such approval without the approval of such holder.
IN WITNESS WHEREOF, ATLI Washington Corporation has
caused this Certificate to be duly executed in its corporate name
on this 3rd day of May, 1995.
ATLI WASHINGTON CORPORATION
by /s/ Dennis C. Fill
-----------------------
Name: Dennis C. Fill
Chief Executive Officer
Page 8
EXHIBIT 3.2
-----------
BYLAWS
OF
ADVANCED TECHNOLOGY LABORATORIES, INC.
ARTICLE 1. NAME
Offices
SECTION 1. Registered office
The street address of the registered office of the Corporation is
520 Pike Street, 26th Floor, Seattle, Washington, 98101. The name of the
registered agent at such address is The Corporation Trust Company. If the
registered agent changes the steet address of the registered office, the
registered agent may change its street address by notifying in writing the
Corporation and delivering to the Secretary of State for filing a statement of
such change, as required by law.
SECTION 2. Other Offices
The Corporation may also have offices at other places either within
or without the State of Washington.
ARTICLE II
Meetings of Shareholders
SECTION 1. Annual Meetings
The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before
the meeting shall be held at such place, date and hour as shall be designated
in the notice thereof given by or at the direction of the Board of Directors.
SECTION 2. Special Meetings
Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, special meetings of the
shareholders for any purpose or purposes may be called only by, and shall be
held at such place, date and hour as shall be designated by (i) holders of
two-thirds or more of the voting power of the then-outstanding shares of
stock of all classes and series of the Corporation entitled to vote generally
in the
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election of Directors ("Voting Stock"), (ii) the Chairman of the Board, (iii)
the President or (iv) a majority of the total number of Directors.
SECTION 3. Notice of Meetings
Except as otherwise expressly required by law or these Bylaws,
notice of each meeting of the shareholders shall be given not less than 10
or more than 60 days before the date of the meeting to each shareholder
entitled to vote at such meeting by mailing such notice, postage prepaid,
directed to the shareholder at his address as it appears on the records of
the Corporation. Every such notice shall state the place, date and hour of
the meeting and, in the case of a Special meeting, the purpose or purposes
for which the meeting is called. Except as otherwise expressly required by
law, notice of any adjourned meeting of the shareholders need not be given.
Notice of any meeting of shareholder shall not be required to be given to any
shareholder who shall attend such meeting in person or by proxy, except when
the shareholder attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. A written waiver of notice,
signed by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to the notice required by
this Section 3.
SECTION 4. List of Shareholders
It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make,
at least 10 days before every meeting of the shareholders, a complete list of
the shareholders entitled to vote thereat, arranged in alphabetical order and
by voting group, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting at the principal office of the Corporation. Such list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any shareholder who is
present.
SECTION 5. Quorum
At each meeting of the shareholder, except as otherwise expressly
required by law or by the Articles of Incorporation, shareholders holding one-
third of the shares of stock of the Corporation issued and outstanding, and
entitled to be voted thereat, shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a
quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and
entitled
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to vote thereat, or in the absence therefrom of all the shareholders, any
officer entitled to preside at, or to act as Secretary of, such meeting may
adjourn such meeting from time to time until shareholders holding the amount
of stock requisite for a quorum shall be present in person or by proxy. At
any such adjourned meeting at which a quorum may be present any business may
be transacted which might have been transacted at the meeting as originally
called.
SECTION 6. Organization
At each meeting of the shareholders, one of the following shall act as
chairman of the meeting and preside thereat, in the following order of
precedence:
(a) the Chairman of the Board;
(b) the President;
(c) any other officer of the Corporation designated by the Board or
the Executive Committee to act as chairman of such meeting and to preside
thereat if the Chairman of the Board and the President shall be absent from
such meeting; or
(d) a shareholder of record of the Corporation who shall be chosen
chairman of such meeting by a majority in voting interest of the shareholder
present in person or by proxy and entitled to vote thereat. The Secretary,
or, if he shall be presiding over the meeting in accordance with the
provisions of this Section, or, if he shall be absent from such meeting, the
person (who shall be an Assistant Secretary, if an Assistant Secretary shall
be present thereat) whom the chairman of such meeting shall appoint, shall
act as secretary of such meeting and keep the minutes thereof.
SECTION 7. Order of Business
(a) Annual Meetings. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, business must
be (i) specified in the notice of the meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii) otherwise
brought before the meeting by or at the direction of the Board of Directors
or (iii) brought before the meeting by a shareholder in accordance with the
procedure set forth below. Subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends
or upon liquidation, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given written notice
thereof, either by personal delivery or by certified or registered United
States mail, postage
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prepaid, to the Secretary of the Corporation, not later than 90 days in
advance of the Originally Scheduled Date (as such term is defined below) of
such meeting; provided, however, that if such annual meeting of shareholders
is held on a date earlier than the first Tuesday in May, such written notice
must be given within 10 days after the first public disclosure (which may be
by a public filing by the Corporation with the Securities and Exchange
Commission) of the Originally Scheduled Date of the annual meeting. Any such
notice shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (A) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting and, in the event that such business includes a proposal to amend
either the Articles of Incorporation or Bylaws of the Corporation, the
language of the proposed amendment, (B) the name and address of the
shareholder proposing such business, (C) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
propose such business and (D) any direct or indirect material interest of the
shareholder in such business. No business shall be conducted at an annual
meeting except in accordance with this paragraph, and the chairman of any
annual meeting of shareholders may refuse to permit any business to be brought
before such annual meeting without compliance with the foregoing procedure.
For purposes of these Bylaws, the "Originally Scheduled Date" of any meeting
of shareholders shall be the date such meeting is scheduled to occur in the
notice of such meeting first given to shareholders regardless of whether such
meeting is continued or adjourned and regardless of whether any subsequent
notice is given for such meeting or the record date of such meeting is changed.
(b) Special Meetings. At a special meeting of the shareholder, only
such business as is specified in the notice of such special meeting given by
or at the direction of the person or persons calling such meeting in
accordance with Section 2 of this Article II shall come before such meeting.
SECTION 8. Voting
Except as otherwise provided in the Articles of Incorporation, each
shareholder shall, at each meeting of the shareholders, be entitled to one
vote in person or by proxy for each share of stock of the Corporation held by
him and registered in his name on the books of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 5 of
Article VIII of these Bylaws as the record date for the determination of
shareholders who shall be entitled to receive notice of and to vote at such
meeting, or
(b) if no record date shall have been so fixed, then in the manner
set by RCW 23B.07.070.
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Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held by the Corporation, shall neither
be entitled to vote nor considered as issued and outstanding for the purposes
of determining whether a quorum exists. Any vote of stock of the Corporation
may be given at any meeting of the shareholders by the shareholders entitled
thereto in person or by proxy appointed by an instrument in writing delivered
to the Secretary or an Assistant Secretary of the Corporation or the
secretary of the meeting. The attendance at any meeting of a shareholder who
may theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the secretary of the meeting prior
to the voting of the proxy. At all meetings of the shareholders all matters,
except as otherwise provided in the Articles of Incorporation, these Bylaws
or by law, shall be decided by the vote of a majority of the votes cast by
shareholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Except as otherwise expressly required by law, the
vote at any meeting of the shareholders on any question need not be by
ballot, unless so directed by the chairman of the meeting. On a vote by
ballot each ballot shall be signed by the shareholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.
ARTICLE III
Board of Directors
SECTION 1. General Powers
The business and affairs of the Corporation shall be managed by the
Board.
SECTION 2. Number, Term of Office and Election
Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock of the Corporation as to dividends
or upon liquidation, the number of directors which shall constitute the whole
Board shall be seven but by vote of a majority of the entire Board the number
thereof may be increased without limit, or decreased to not less than three,
by amendment of this Section 2.
Each of the directors of the Corporation shall hold office until the
annual meeting next after his election and until his successor shall be
elected and shall qualify or until his earlier death or resignation or
removal in the manner hereinafter provided.
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Directors need not be shareholders of the Corporation.
Except as otherwise expressly provided in the Articles of
Incorporation at each meeting of the shareholders for the election of
directors at which a quorum is present, the persons receiving the largest
number of votes cast, up to the number of directors to be elected, shall
be the directors.
SECTION 3. Notification of Nominations
Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors at
a meeting may nominate persons for election as directors only if written
notice of such shareholder's intent to make such nomination is given, either
by personal delivery or by registered or certified United States mail,
postage prepaid, to the Secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of shareholders, 90
days in advance of the Originally Scheduled Date (as such term is defined in
Section 7 of Article II of these Bylaws) of such meeting (provided that if
such annual meeting of shareholder is held on a date earlier than the first
Tuesday in May, such written notice must be given within 10 days after the
first public disclosure (which may be by a public filing by the Corporation
with the Securities and Exchange Commission) of the Originally Scheduled Date
of the annual meeting), and (ii) with respect to an election to be held at a
special meeting of shareholder for the election of directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (b) a
representation that the shareholderis a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice, (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder, (d) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board of Directors, and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
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SECTION 4. Resignation, Removal and Vacancies
(a) Resignation. Any director may resign at any time by giving written
notice of his resignation to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective shall
not be specified therein, then it shall take effect when accepted by action of
the Board. Except as aforesaid, the acceptance of such resignation shall not
be necessary to make it effective.
(b) Vacancies. Subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation, in case of any vacancy on the Board or
in case of any newly created directorship, a director to fill the vacancy or
the newly created directorship for the unexpired portion of the term being
filled may be elected by a majority of the directors of the Corporation then
in office though less than a quorum or by a sole remaining director.
SECTION 5. Meetings
(a) Annual Meetings. As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization
and the transaction of other business.
(b) Regular Meetings. Regular meetings of the Board shall be held
at such times and places as the Board shall from time to time determine.
Notices of regular meetings need not be given.
(c) Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the President or three directors.
The Secretary shall give notice to each director of each such special meeting,
including the time and place of such meeting. Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least five days or, in the case of overnight mail, two
days before the day on which such meeting is to be held, or shall be sent
tohim by telegraph, cable, wireless or other form of recorded communication
or be delivered personally or by telephone not later than the day before the
day on which such meeting is to be held. Notice of any special meeting shall
not be required to be given to any director who shall attend such meeting.
A written waiver of notice, signed by the person entitled thereto, whether
before or after the time stated therein, shall be deemed equivalent to
notice. Any and all business may be transacted at a special meeting which
may be transacted at a regular meeting of the Board.
(d) Place of Meeting. The Board may hold its meetings at such
place or places within or without the State of Washington as the Board may
from
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time to time by resolution determine or, in the absence of such determination,
as shall be designated in the respective notices or waivers of notice thereof
as directed by the person or persons calling such meeting.
(e) Quorum and Manner of Acting. A majority of the directors then
in office shall be present in person or by means of conference telephone or
similar communications equipment as permitted by the Washington Business
Corporation Act (the "Act") at any meeting of the Board of Directors in order
to constitute a quorum for the transaction of business at such meeting
provided that such majority shall be no less than one-third of the total
number of directors. The affirmative vote of a majority of those directors
present at any such meeting at which a quorum is present shall be necessary
for the passage of any resolution or act of the Board, except as otherwise
expressly required by law, the Articles of Incorporation or these Bylaws and
except that the Board may pass any resolution or take any action by unanimous
written consent as permitted by the Act. In the absence of a quorum for any
such meeting, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present thereat. Notice of
any adjourned meeting need not be given.
(f) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following
order of precedence:
(i) the Chairman of the Board;
(ii) the President; or
(iii) any director chosen by a majority of the directors present
thereat.
The Secretary or, in the case of his absence, any person (who shall
be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of the meeting shall appoint, shall act as Secretary
of such meeting and keep the minutes thereof.
SECTION 6. Compensation
Each director, in consideration of his serving as such, shall be
entitled to receive from the Corporation such amount per annum or such fees
for attendance at meetings of the Board or of any committee, or both, as the
Board shall from time to time determine. The Board may likewise provide that
the Corporation shall reimburse each director or member of a committee for any
expenses incurred by him on account of his attendance at any such meeting.
Nothing contained in this Section shall be construed to preclude
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any director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
Committees
SECTION 1. Executive Committee
(a) Designation and Membership. The Board may, by resolution
passed by a majority of the whole Board, designate an Executive Committee
consisting of the Chairman of the Board, the President, a Chairman of the
Executive Committee (who may be the Chairman of the Board or President) and
such additional number of directors as the Board shall appoint. Vacancies
may be filled by the Board at any time and any member of the Executive
Committee shall be subject to removal, with or without cause, at any time
by the Board.
(b) Factions and Powers. The Executive Committee, subject to any
limitations prescribed by the Board or by RCW 23B.08.250, shall possess and
may exercise, during the intervals between meetings of the Board, the powers
of the Board in the management of the business and affairs of the Corporation,
provided that neither the Executive Committee nor any other committee may
exercise the power of the Board to act upon matters requiring a vote thereof
greater than a majority of directors present at a meeting at which a quorum
is in attendance. At each meeting of the Board, the Executive Committee shall
make a report of all action taken by it since its last report to the Board.
(c) Meetings. The Executive Committee shall meet as often as may
be deemed necessary and expedient at such times and places as shall be
determined by the Executive Committee or the Board of Directors. The
Secretary shall give notice to each member of the Executive Committee of each
meeting, including the time and place of such meeting. Notice of each such
meeting shall be mailed to each member of the Executive Committee, addressed
to him at his residence or usual place of business, at least five days or, in
the case of overnight mail, two days before the day on which such meeting is
to be held, or shall be sent to him by telegraph, cable, wireless or other
form of recorded communication or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held.
Notice of any meeting of the Executive Committee shall not be required to be
given to any member of the Executive Committee who shall attend such meeting.
A written waiver of notice, signed by the person
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<PAGE>
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to the notice required by this paragraph (c).
SECTION 2. Quorum and Manner of Acting
A majority of the Executive Committee present in person or by means
of conference telephone or similar communications equipment as permitted by
the Act shall constitute a quorum, and the vote of a majority of members of
the Executive Committee present at any such meeting at which a quorum is
present shall be necessary for the passage of any resolution or act of the
Executive Committee except that the Executive Committee may pass any
resolution or take any action by unanimous written consent as permitted by
the Act. The Chairman of the Executive Committee shall preside at meetings
of the Executive Committee and, in his absence, the Executive Committee may
appoint any other member of the Executive Committee to preside.
SECTION 3. Other Committees
The Board may, by resolution passed by a majority of the whole
Board, designate other committees, each committee to consist of two or more
directors and to have such duties and functions as shall be provided in such
resolution.
ARTICLE V
Officers
SECTION 1. Election and Appointment and Term of Office
(a) Officers. The officers of the Corporation shall be a Chairman
of the Board, a President, a Chairman of the Executive Committee, such number
of Vice Presidents (including any Executive and/or Senior Vice Presidents) as
the Board may determine from time to time, a Treasurer and a Secretary. Each
such officer shall be elected by the Board at its annual meeting and shall
hold office until the next annual meeting of the Board and until his
successor is elected and qualified or until his earlier death or resignation
or removal in the manner hereinafter provided.
(b) Additional Officers. The Board may elect or appoint such other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as it deems necessary, who shall have such authority and shall
perform such duties as the Board may prescribe. If additional officers are
elected or appointed during the year, each of them shall hold office until the
next annual meeting of the Board at which officers are regularly elected or
appointed and until his successor is elected or appointed
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and qualified or until his earlier death or resignation or removal in the
manner hereinafter provided.
SECTION 2. Resignation, Removal and Vacancies
Any officer may resign at anytime by giving written notice to the
Chairman of the Board, the President or the Secretary of the Corporation, and
such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect when accepted by action of the Board. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it
effective. All officers and agents elected or appointed by the Board shall
be subject to removal at any time by the Board with or without cause. A
vacancy in any office may be filled for the unexpired portion of the term in
the same manner as provided for election or appointment to such office.
SECTION 3. Duties and Functions
(a) Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have general charge of
the business and affairs of the Corporation and shall have the direction of
all other officers, agents and employees. He shall preside at all meetings of
the Board of Directors and of the shareholders at which he is present. The
Chairman may delegate such duties to the other officers of the Corporation
as he deems appropriate.
(b) President. The President shall be the chief operating officer of
the Corporation and shall report to the Chairman of the Board. He shall
preside at meetings of the Board of Directors and of the shareholders at
which he is present in the absence of the Chairman of the Board.
(c) Chairman of the Executive Committee. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee
at which he is present.
(d) Vice Presidents. Each Vice President shall have such powers
and duties as shall be prescribed by the Chairman of the Board or the Board.
(e) Treasurer. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the Corporation.
(f) Secretary. The Secretary shall keep the records of all meetings
of the shareholders and of the Board and the Executive Committee. He shall
affix the seal of the Corporation to all deeds, contracts, bonds or other
instruments requiring the corporate seal when the same shall have been signed
on behalf of the Corporation by a duly authorized officer. The Secretary
shall be
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the custodian of all contracts, deeds, documents and all other indicia of
title to properties owned by the Corporation and of its other corporate
records (except accounting records).
ARTICLE VI
Contracts, Deposits, Proxies, Etc.
SECTION 1. Execution of Documents
The Board shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment
of money and other documents for and in the name of the Corporation and may
authorize such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation.
SECTION 2. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as
the Board or the President or any other officer of the Corporation to whom
power in that respect shall have been delegated by the Board shall select.
SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations
The Board shall designate the officer of the Corporation who shall
have authority to from time to time appoint an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the
powers and rights which the Corporation may have as the holder of stock or
other secrets in any other corporation and to vote or consent in respect of
such stock or securities. Such designated officer may instruct the person or
persons so appointed as to the manner of exercising such powers and rights
and such designated officers may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal, or otherwise,
such written proxies, powers of attorney or other instruments as they may deem
necessary or proper in order that the Corporation may exercise such powers
and rights.
ARTICLE VII
Books and Records
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The books and records of the Corporation may be kept at such places
within or without the State of Washington as the Board may from time to time
determine.
ARTICLE VIII
Shares and Their Transfer; Fixing Record Date
SECTION 1. Certificates for Stock
Every owner of stock of the Corporation shall be entitled to have a
certificate certifying the number of shares owned by him in the Corporation
and designating the class of stock to which such shares belong, which shall
otherwise be in such form as the Board shall prescribe. Each such certificate
shall be signed by, or in the name of the Corporation by, the Chairman of the
Board, the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation with
the same effect as if he were such officer at the date of issue.
SECTION 2. Record
A record shall be kept of the name of the person, firm or
corporation owning the stock represented by each certificate for stock of
the Corporation issued, the number of shares represented by each Such
certificate, and the date thereof, and, in the case of cancellation, the
date of cancellation. Except as otherwise expressly required by applicable
law, the person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation.
SECTION 3. Transfer of Stock
Transfers of shares of the stock of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on the surrender of the
certificate or certificates for such shares properly endorsed.
SECTION 4. Lost, Stolen, Destroyed or Mutilated Certificates
The holder of any stock of the Corporation shall immediately notify
the Corporation of any loss, theft or mutilation of the certificate therefor.
The Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or
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mutilated, and the Board may, in its discretion, require the owner of the
lost, stolen, mutilated or destroyed certificate or his legal representatives
to give the Corporation a bond in such sum, limited or unlimited, in such
form and with such surety or sureties as the Board shall in its discretion
determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, mutilationor destruction of
any such certificate or the issuance of any such new certificate.
SECTION 5. Fixing Date for Determination of Shareholders of Record
In order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not
be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action, except that notice of a meeting
to act on an amendment to the Articles of Incorporation, a plan of merger or
share exchange, the sale, lease, exchange or disposition of all or
substantially all of the Corporation's assets other than through the regular
course of business or the dissolution of the Corporation shall be given not
less than 20 nor more than 60 days before such meeting.
ARTICLE IX
Seal
The Board shall provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Corporation and the words and
figures "Corporate Seal 1995 Washington."
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall end on the 31st of December
in each year.
ARTICLE XI
Amendments
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SECTION 1. By Shareholders
These Bylaws may be amended or repealed by shareholders in the
manner set forth in Article II Sections 7 and 8 of these Bylaws at any
regular or special meeting of shareholders.
SECTION 2. By Directors
The Board of Directors shall have power to amend or repeal the
Bylaws of, or adopt new bylaws for, the Corporation. However, any such
Bylaws, or any alteration, amendment or repeal of the Bylaws, may be
subsequently changed or repealed by the holders of a majority of the stock
entitled to vote at an annual or special meeting of shareholders.
SECTION 3. Emergency Bylaws
The Board of Directors may adopt emergency Bylaws, subject to repeal
or change by action of the shareholders, which shall be operative during an
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States, any state of emergency declared by the federal
government or any subdivision therof, or any other catastrophic event.
July 28, 1995 Bylaws - Washington
Page 15
EXHIBIT 20
----------
Advanced Technology Laboratories
[ATL] Logo PRESS RELEASE
For Immediate Release
Contact: Anne Bugge, ATL, (206) 487-7081
Jane Hedberg, ATL, (206) 487-7323
Doris Christelis, GTFH PR, (617) 722-9706
FDA ADVISORY PANEL UNANIMOUSLY RECOMMENDS APPROVAL
FOR ATL ULTRASOUND
Breast Imaging Method Could Significantly Reduce Breast Biopsies
Washington, D.C., December 11, 1995--A U.S. Food and Drug Administration
(FDA) Advisory Committee Panel voted unanimously today to recommend FDA
approval of the pre-market approval (PMA) application submitted by ATL
(Advanced Technology Laboratories), a Seattle-based medical ultrasound
company. ATL's PMA will allow a new clinical application of ultrasound that,
in conjunction with mammography, will provide physicians with a high level of
confidence in differentiating benign from malignant or suspicious breast
lesions, and thereby significantly reduce the need for breast biopsy.
The Advisory Panel recommended approval with the following conditions:
labeling be specific to detection of lesions 1 centimeter or larger, unless
analysis of study data demonstrates statistical significance in smaller
lesions, and that the company also provide training for all clinical users
in this new clinical application. The company indicated it would comply
with these conditions.
ATL's PMA application was based on the findings of an international multi-
center study involving over 1000 women with breast lesions. Clinical
investigators found that the number of breast biopsies could be reduced by
using ATL's High Definition (TM) digital ultrasound to identify as benign, and
therefore not malignant, lesions that were characterized as indeterminate by
mammography. In the United States, over 700,000 women undergo breast biopsy
each year. Up to 80% of these breast lumps are found to be benign.
more...
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"Ultrasound has been used for many years to differentiate cysts from solid
breast masses. Now, the results of this clinical trial show that this
technology can differentiate among solid breast masses helping physicians
identify those that are benign without surgery or needle biopsy," said
Ellen Mendelson, M.D., Director of the Breast Diagnostic Imaging Center at
the Western Pennsylvania Hospital, Pittsburgh, and an investigator in the
ATL PMA study. "This study represents an important step in women's health
care and demonstrates the potential to spare hundreds of thousands of women
the physical, emotional and financial costs of surgical breast biopsies,"
added Dr. Mendelson.
A breast ultrasound examination using the ATL Ultramark(R) 9 HDI(R) (High
Definition Imaging) system will help physicians better determine which
patients do not require surgical or needle biopsy of a breast lump. The
15-minute, painless ultrasound examination is performed following a
diagnostic mammogram of a suspicious breast lesion.
There are two types of biopsy: surgical and needle. The majority of breast
biopsies are done surgically and involve removal of a tissue sample averaging
2.4 cubic inches, resulting in both external and internal scarring. Internal
scarring can be medically significant because scar tissue can make future
mammograms more difficult to interpret.
The FDA accepted the filing of ATL's PMA application in May 1994. The FDA
usually follows the recommendation of its advisory panel but is not obliged
to do so. If the PMA receives final FDA approval, ATL would be the first
medical imaging company to receive PMA clearance for a specific diagnostic
claim.
ATL has pioneered all-digital broadband ultrasound technology over the past
ten years and launched its High Definition Imaging system in 1991. Last year,
the company introduced its fourth-generation all-digital system, the
HDI 3000. If the FDA approves the PMA, the company will file a PMA
supplement to add this new use to the HDI 3000 system.
more...
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<PAGE>
ATL is a worldwide leader in the development, manufacture, distribution and
service of diagnostic medical ultrasound systems. Headquartered near Seattle,
Washington, the company has achieved revenues of approximately $385 million
over the past 12 months. ATL stock is traded on the Nasdaq National Market
System under the symbol ATLI.
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