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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) SEPTEMBER 21, 1995
MEDSTONE INTERNATIONAL, INC. (FORMERLY CYTOCARE, INC.)
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(Exact Name of Issuer as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-16752 66-0439440
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(Commission File Number) (I.R.S. Employer Identification No.)
100 COLUMBIA, SUITE 100, ALISO VIEJO, CA 92656
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(Address of Principal Executive Offices)
(714) 448-7700
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(Registrants's Telephone Number, Including Area Code)
CYTOCARE, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
1) Change in Registrant's Board of Directors
On September, 21, 1995, the Company announced the election, at
its Annual Meeting of Stockholder, of Mr. Frank Pope, David Radlinski and
Donald Regan to the Board of Directors of the Company. Mr. Radlinski was also
appointed Chairman of the Board and Chief Executive Officer of the Company as
described in the press release attached to this report as an exhibit.
2) Company Name Change
On September 22, 1995, the stockholders of the registrant have
approved and the Board of Directors has amended the Bylaws to change the name
of CYTOCARE, INC. to MEDSTONE INTERNATIONAL, INC. effective September 25, 1995
as described in the press release attached to this report as an exhibit.
3) Appointment of New Corporate Officers
On September 25, 1995, the Company appointed Mr. Thomas
Gardner as Executive Vice President of Sales and Marketing and Mr. Mark
Selawski as Vice President of Finance, Chief Financial Officer and Secretary as
described in the press release attached to this report as an exhibit.
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EXHIBITS
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<CAPTION>
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
3.1 Certificate of Amendment of Certificate
of Incorporation of Cytocare, Inc. 5
Press Releases 7
99.1 "Changes in Medstone's Board of Directors"
dated Sept. 21, 1995
99.2 "Cytocare Renames Back to Medstone"
dated Sept. 22, 1995
99.3 "Medstone Appoints New Corporate Officers"
dated Sept. 25, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDSTONE INTERNATIONAL, INC.
(FORMERLY CYTOCARE, INC.)
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Dated: September 29, 1995 By: \s\ David V. Radlinski
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David V. Radlinski
Chairman and
Chief Executive Officer
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EXHIBIT 3.1
State of Delaware
Officer of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CYTOCARE, INC.", CHANGING ITS NAME FROM "CYTOCARE, INC." TO
"MEDSTONE INTERNATIONAL, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF
SEPTEMBER, A.D. 1995, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT
COUNTY RECORDER OF DEEDS FOR RECORDING.
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EDWARD J. FREEL, SECRETARY OF STATE
2045284 8100 AUTHENTICATION: 7649321
950216289 DATE: 09-22-95
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CYTOCARE, INC.
Cytocare, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That the Board of Directors of the Corporation, at its meeting
held on June 21, 1995, adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of the Corporation.
RESOLVED: That Article 1 of the Certificate of Incorporation of the
Corporation is hereby amended and restated to read in its entirety as
follows:
The name of this corporation is "Medstone International, Inc."
SECOND: That the foregoing amendment to the Certificate of
Incorporation of the Corporation has been duly approved by the majority of the
holders of outstanding stock entitled to vote at the Corporation's Annual
Meeting of the Stockholder, held on September 21, 1995.
THIRD: That the aforesaid amendment was duly adopted in accordance
with Sections 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Cytocare, Inc. has caused this Certificate to be
signed by David Radlinski, its Chief Executive Officer, this 21st day of
September, 1995.
CYTOCARE, INC.
/s/ David Radlinski
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David V. Radlinski, Chairman of the
Board and Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE PRESS RELEASE
September 21, 1995
Contact: David V. Radlinski
Chairman and CEO
Medstone International, Inc.
(714) 448-7700 Ext. 235
CHANGES IN MEDSTONE'S BOARD OF DIRECTORS
ALISO VIEJO, California, September 21, 1995 -- Medstone International,
Inc. (NASDAQ:MEDS), formerly known as Cytocare, Inc. (NASDAQ:CYTI), today
announced the election, at its Annual Meeting of Stockholders, of Mr. Frank
Pope, David Radlinski and Donald Regan to the Board of Directors of the
Company. Mr. Radlinski will also serve as the Chairman of the Board of
Directors and Chief Executive Officer of the Company.
Mr. Pope is a general partner and officer of the Technology Funding
venture capital management firms.
Mr. Radlinski has been the President of Medstone International, Inc. and
Chief Financial Officer and Secretary of the Company.
Mr. Regan is currently the Vice President and General Counsel of Kinsell,
O'Neal, Newcomb & De Dios, Inc., a municipal investment banking firm and has
practiced securities, municipal finance, nonprofit corporation, real estate,
and business transactions law for over thirty years.
Medstone's business is focused on therapies for urologic disease and
serves urologists with renal lithotripsy products and procedures, and devices
to treat urologic tumors.
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Exhibit 99.2
FOR IMMEDIATE RELEASE PRESS RELEASE
September 22, 1995
Contact: David V. Radlinski
Chairman and CEO
Medstone International, Inc.
(714) 448-7700 Ext. 235
CYTOCARE RENAMES BACK TO MEDSTONE
ALISO VIEJO, California, September 22, 1995 -- Medstone International,
Inc. (NASDAQ:MEDS), formerly known as Cytocare, Inc. (NASDAQ:CYTI), announced
that the stockholders have approved and the Board of Directors has amended the
Bylaws to change the name of Cytocare, Inc. to Medstone International, Inc.
starting on Monday, September 25, 1995. Medstone will trade on NASDAQ using the
symbol "MEDS".
Medstone's business is focused on therapies for urologic disease and
serves urologists with renal lithotripsy products and procedures, and devices
to treat urologic tumors.
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Exhibit 99.3
FOR IMMEDIATE RELEASE PRESS RELEASE
September 25, 1995
Contact: David V. Radlinski
Chairman and CEO
Medstone International, Inc.
(714) 448-7700 Ext. 235
MEDSTONE APPOINTS NEW CORPORATE OFFICERS
ALISO VIEJO, California, September 25, 1995 -- Medstone International,
Inc. (NASDAQ:MEDS), formerly known as Cytocare, Inc. (NASDAQ:CYTI), announced
today that Mr. Thomas Gardner has been appointed Executive Vice President of
Sales and Marketing and Mr. Mark Selawski has been appointed Vice President of
Finance, Chief Financial Officer and Corporate Secretary.
Mr. Gardner had served President of Endocare, Inc. from January 1995 to
July 1995. He also served as the President of the Company's Medical Biology
Division from March 1993 to December 1994. Prior to that he had served as the
Vice President of Sales since November 1984.
Mr. Selawski served as the Company's Manager of Planning and Analysis
since joining the Company in 1988. Prior to joining the Company he held
several finance management positions with several high-tech manufacturing
companies.
Medstone's business is focused on therapies for urologic disease and
serves urologists with renal lithotripsy products and procedures, and devices
to treat urologic tumors.
# # #
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