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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 15, 1996
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POSITRON CORPORATION
(Exact name of Registrant as specified in its charter)
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TEXAS 0-24092 76-0083622
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
16350 PARK TEN PLACE
HOUSTON, TEXAS 77084
(Address of principal (Zip code)
executive offices)
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Registrant's telephone number, including area code: (715) 492-7100
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ITEM 5. OTHER EVENTS
In a press release dated July 15, 1996, Positron Corporation
("Positron") announced that, it has consummated the closing of a private
offering consisting of 25,000 shares of its Series B 8% Cumulative Convertible
Redeemable Preferred Stock, par value $1.00 per share ("Preferred Stock"), and
Common Stock Purchase Warrants ("Warrants") to purchase up to 100,000 shares of
Common Stock, par value $.01 per share. Each share of the Preferred Stock is
initially convertible into 25 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), and each Warrant is exercisable for one
share of Common Stock at an exercise price of $2.00 per share. The Preferred
Stock and Warrants are not convertible or exercisable until such time as
Positron's shareholders approve an amendment to its Articles of Incorporation
increasing the amount of the authorized Common Stock by at least 2,500,000
shares. The proceeds of the closing were approximately $1,250,000 and will be
used by Positron to make payment on trade payables, for general working capital
and to increase Positron's net tangible assets.
Positron also announced that it does not currently meet the tangible
net worth requirement of The Nasdaq National Market System and that its Common
Stock and publicly traded Redeemable Warrants (the "Redeemable Warrants") are
subject to no longer being listed on the National Market System. Positron has
filed an appeal of Nasdaq's determination to delist its securities. The appeal
has the effect of holding the Nasdaq's determination in suspense until Nasdaq
has rendered a decision on the appeal. A hearing on the appeal has been
scheduled for July 23, 1996. As part of its appeal, Positron intends to file a
Transfer Listing Application with The Nasdaq Stock Market seeking to have its
securities listed on The Nasdaq SmallCap Market in the event that it is unable
to maintain its listing on The Nasdaq National Market System. If the Company
is not approved for trading on the Nasdaq SmallCap Market, then trading of its
Common Stock and Redeemable Warrants will be reported on the over-the-counter
market by the National Quotation Bureau Incorporated.
In a separate press release also dated July 15, 1996, Positron
announced that GE Medical Systems, Milwaukee, a business of General Electric
Company ("GE"), has agreed to sell its positron emissions tomography ("PET")
development and production operations to Positron. Under the terms of the
asset purchase agreement, Positron will purchase the assets of GE's PET
operations, including its Sweden-based cyclotron division, for $25 million cash
and 10% of Positron's outstanding Common Stock. GE will also receive a
three-year option to purchase an additional 15% of Positron's Common Stock.
Both Positron and GE will continue to sell PET products. GE will sell and
distribute PET products produced by Positron for GE, under the terms of a
purchase and distribution agreement. GE will continue to provide service and
application support to GE's installed base and future installations. The
transaction and associated agreements are contingent on, among other matters,
Positron securing financing and shareholder approval.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POSITRON CORPORATION
(Registrant)
By: /s/ Gary B. Wood
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Gary B. Wood, Ph.D.
Chairman of the Board
Date: July 15, 1996
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of Positron Corporation, dated July 15, 1996
99.2 Press Release of Positron Corporation, dated July 15, 1996
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EXHIBIT 99.1
(POSITRON CORPORATION NEWS RELEASE)
JULY 15, 1996
FOR IMMEDIATE RELEASE
POSITRON CORPORATION ANNOUNCES
CLOSING OF PRIVATE OFFERING AND NASDAQ LISTING NOTICE
HOUSTON, TEXAS, -- Positron Corporation (Nasdaq/NMS:POSI, POSIW) today
announced that it has consummated the closing of a private offering of units
consisting of 25,000 shares of its Series B 8% Cumulative Convertible
Redeemable Preferred Stock, par value $1.00 per share, and Common Stock
Purchase Warrants to purchase up to 100,000 shares of its Common Stock, par
value $.01 per share. The Preferred Stock plus the Warrants sold for
approximately $50.00 per share of Preferred Stock. The proceeds of the closing
were approximately $1,250,000 and will be used by the Company to make payment
on trade payables, for general working capital and to increase its net tangible
assets. Each share of the Preferred Stock is initially convertible into 25
shares of Common Stock and each Warrant is exercisable for one share of Common
Stock at an exercise price of $2.00 per share. The Preferred Stock and the
Warrants are not convertible or exercisable until such time as the Company's
shareholders approve an amendment to its Article of Incorporation increasing
the amount of the authorized Common Stock by at least 2,500,000 shares.
The Company also announced that it does not currently meet the tangible net
worth requirement of The Nasdaq National Market System and that its Common
Stock and Warrants are subject to no longer being listed on the National Market
System. The Company has filed an appeal of Nasdaq's determination. The appeal
has the effect of holding the Nasdaq's determination in suspense until Nasdaq
has rendered a decision on the appeal. A hearing on the appeal has been
scheduled for July 23, 1996. As a part of its appeal, Positron intends to file
a Transfer Listing Application with The Nasdaq Stock Market seeking to have its
Common Stock and Warrants listed on The Nasdaq SmallCap Market in the event
that it is unable to maintain its listing on The Nasdaq National Market System.
There can be no assurance that Positron will prevail on its appeal and thus
maintain the listing of its Common Stock and Warrants on The Nasdaq National
Market System or that its SmallCap listing application will be approved. If
the Company is not approved for trading on the Nasdaq SmallCap Market, then
trading of its Common Stock and Warrants will be reported on the
over-the-counter market by the National Quotation Bureau Incorporated.
Dr. Gary B. Wood, Chairman, said "We are pleased with the closing of this
offering. It has provided us with additional working capital and equity
allowing us to take advantage of the growing PET market. The additional equity
also brings us closer to complying with Nasdaq National Market's net worth
requirements."
The offering and sale of the Preferred Stock, the Warrants and the shares of
Common Stock issuable upon conversion or exercise thereof have not been
registered under the Securities Act of 1933 or any
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state securities laws and may not be offered or sold in the United States
absent registration or any applicable exemption from the registration
requirement of the Securities Act.
Positron Corporation designs, manufactures, markets and services its
POSICAM(TM) systems, which are medical imaging devices utilizing positron
emission tomography ("PET") technology. PET technology permits the measurement
of the biological processes of organs and tissues as well as producing
anatomical and structural images. POSICAM(TM) systems are used by physicians
in the diagnosis and management of heart disease and certain other neurological
and oncological illnesses.
FOR FURTHER INFORMATION, CONTACT:
DAVID RODRIGUEZ - CFO
POSITRON CORPORATION
16350 PARK TEN PLACE
(713) 492-7100
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EXHIBIT 99.2
(POSITRON CORPORATION NEWS RELEASE)
JULY 15, 1996
FOR IMMEDIATE RELEASE
GE MEDICAL SYSTEMS SELLS ITS PET DEVELOPMENT AND PRODUCTION
OPERATIONS TO POSITRON CORPORATION
MILWAUKEE, WI, and HOUSTON, TEXAS, July 15, 1996 - GE Medical Systems (GEMS),
Milwaukee, a business of General Electric Company (NYSE: GE) has agreed to sell
its positron emission tomography (PET) development and production operations to
Positron Corporation, Houston, Texas, (NASDAQ/NMS: POSI, POSIW).
Under the terms of the asset purchase agreement, Positron will purchase the
assets of GE's PET operations, including its Sweden-based cyclotron division,
for $25 million cash plus 10 percent of Positron's outstanding common Stock.
GE will also receive a three-year option to purchase an additional 15 percent
of Positron common Stock. Both Positron and GE will continue to sell PET
products. GE will sell and distribute PET products produced by Positron for
GE, under the terms of a purchase and distribution agreement. GE will continue
to provide service and application support to GE's installed base and future
installation. The transaction and associated agreements are contingent on,
among other matters, Positron securing financing and shareholder approval.
"We view this transaction as a win-win; a positive for current and future PET
customers and therefore for both companies. High quality PET products and
services will continue to be a part of GE's global full line of medical
equipment and services. This will enable us to further contribute to the
advancement of PET," said John Trani, GE Medical Systems president and chief
executive officer.
PET technology has been used by leading medical institutions around the world
for more than 20 years. It is used in the early detection of cancer and
certain cardiology and neurology applications. PET enable physicians to assess
chemical changes related to metabolism.
Dr. Gary B. Wood, Ph.D., chairman of Positron Corporation, stated "the
combination of the respective PET operations of GE Medical Systems and Positron
creates the most complete range of PET products. Such products range from the
cost competitive clinical scanners to the broadest function research scanners.
Moreover, the combined development and production expertise of our businesses
positions Positron as a leader in PET technology."
Positron Chief Executive Officer, Dr. Werner J. Haas, Ph.D., stated, "With the
added expertise and products from GE, Positron will round out its product line
and gain an improved international presence. We are very pleased to be
associated with GE through our purchase and distribution agreement."
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Positron Corporation designs, manufactures, markets and services POSICAM(TM)
systems, which are medical imaging devices utilizing positron emission
tomography ("PET") technology. PET technology permits the measurement of the
biological processes of organs and tissues as well as producing anatomical and
structural images. POSICAM(TM) systems are used by physicians in the diagnosis
and management of heart disease and certain other neurological and oncological
illnesses.
GE Medical Systems develops and produces diagnostic imaging equipment in
several modalities, including X-ray, magnetic resonance, computed tomography,
ultrasound, nuclear imaging and PET in addition to manufacturing radiation
therapy equipment. GEMS also provides a variety of services from networking to
biomedical equipment maintenance. GE Medical Systems has sales or more than
$3.5 billion and employs 14,000 people worldwide.
FOR FURTHER INFORMATION, CONTACT:
DAVID RODRIGUEZ - CFO LAURIE BERNARDY
POSITRON CORPORATION GE MEDICAL SYSTEMS
16350 PARK TEN PLACE (414) 544-3530
(713) 492-7100
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