SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 6, 1998
(Date of earliest event reported)
ATL Ultrasound, Inc.
(Exact name of registrant as specified in its charter)
Washington 0-15160 91-1353386
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification No.)
organization) Number)
22100 Bothell Everett Highway,
P.O. Box 3003, Bothell Washington 98041-3003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425)
487-7000
Exhibit Index is on page 2 of this filing
-1-
ITEM 5. OTHER EVENTS
On February 11, 1998, ATL Ultrasound, Inc. ("ATL" or the "Company"),
announced Board approval of a decision to spin-off its Handheld Ultrasound
Systems Business Division as a tax-free stock dividend to ATL shareholders
on a one for three ATL shares basis. On April 6, 1998 ATL completed the
distribution in the form of a tax-free stock dividend to the new company,
SonoSight, Inc. on a one for three basis to all of its shareholders of
record on March 30, 1998. Trading of SonoSight, Inc. common stock began on
April 7, 1998 on the Nasdaq National Market under ticker symbol SONO.
ITEM 7 EXHIBITS
C> Exhibits
--------
20 ATL Press Release dated April 2, 1998
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.
ATL ULTRASOUND, INC.
DATED: April 14, 1998 BY:/s/ W. Brinton Yorks, Jr.
____________________________
W. Brinton Yorks, Jr.
Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit
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(20) ATL Press Release dated April 2, 1998.
PRESS RELEASE
-------------------------------------------------------------
[ATL Logo] Contact: Pamela Dull, (425) 487-7427
ATL SPIN-OFF OF SONOSIGHT - DISTRIBUTION APRIL 6
New Board Members Announced
Bothell, Washington, April 2, 1998--ATL Ultrasound
(Nasdaq:ATLI) said today that the distribution date for
SonoSight, Inc., the handheld business division that the
Company is spinning off to ATL shareholders, will occur
April 6, 1998. The registration statement for SonoSight
stock is effective today, April 2, 1998. SonoSight will
trade on the Nasdaq National Market under the ticker symbol
SONO. ATL shareholders of record as of March 30, 1998 will
receive one share of SonoSight for every three shares of ATL
as a tax-free stock dividend.
"SonoSight is designing handheld ultrasound instruments that
will allow doctors to see into the body during an initial
physical examination, thereby increasing the diagnostic
value of the exam," said Kevin M. Goodwin, SonoSight
President and CEO. "These devices are being designed to be
small enough and light enough to be used as an essential
physician's tool, much like a stethoscope. We believe they
will help clinicians improve patient outcomes and lower
health care costs by bringing the immediacy and efficacy of
ultrasound to the examining table, the bedside and the
field."
SonoSight is designing the first handheld device for use in
women's health care, particularly in gynecology. Other
models will be developed for internal and emergency medical
use. The first prototype is expected within the next few
months, and commercial launch is anticipated in 1999.
SonoSight has submitted a 510(K) premarket notification for
its first product. ATL will provide $30 million funding to
the new Company in two tranches--$18 million at the time of
the stock distribution and $12 million in January 1999.
Development of the SonoSight products will use ATL's ASIC
(proprietary microchip) technology to dramatically reduce
the size and cost of ultrasound to a device weighing less
than five pounds and selling for under $20,000. Ultrasound
systems today are typically used on a diagnostic referral
basis, weigh from 20 to 600 pounds and sell at prices up to
$300,000. Through licensing agreements, ATL and SonoSight
will continue to collaborate on technology innovations that
will be of benefit to both companies.
New Board Members Announced
In addition to Kevin Goodwin, who will serve on the Board as
President and CEO of SonoSight, the following Board members
were announced:
Kirby Cramer will serve as Chairman of the Board for
SonoSight. Cramer is Chairman Emeritus of Hazleton
Laboratories Corporation, a contract biological and chemical
research laboratory, which was acquired by Corning
Incorporated in 1987. He is President of Keystone Capital
Company, an investment company, and is a member of the ATL
Board of Directors as well as other corporate Boards.
Other SonoSight board members include: Edward V. Fritzky,
Chairman and CEO of Immunex Corporation; Steven R.
Goldstein, M.D., Professor of Obstetrics and Gynecology, New
York University, and private practitioner; Jeffrey Pfeffer,
Ph.D., Professor, Graduate School of Business, Stanford
University; and Jacques Souquet, Ph.D., Chief Technology
Officer, ATL.
ATL is a worldwide leader in diagnostic medical ultrasound.
Headquartered near Seattle, Washington, ATL has annual
revenues of $431 million and serves customers in more than
100 countries. ATL has the world's largest installed base
of all-digital ultrasound systems. Press releases and other
corporate information are available on ATL's web site at
http://www.atl.com.
Forward Looking Information and the Private Litigation
Reform Act of 1995 Certain statements in this news release
relative to new products and future financial results are
forward looking and should be read in conjunction with the
Company's SEC filings and news releases. Forward looking
statements involve a number of risks and uncertainties which
could cause actual results to differ materially from those
anticipated in the forward looking statements. The
Company's quarterly and annual operating results are
affected by a wide variety of factors such as market
conditions, competitive product or pricing developments or
delays in product development programs or product shipments
that could adversely affect revenues and profitability.
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