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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): JUNE 30, 1997
BIOCIRCUITS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-19975 94-3088884
(Commission File No.) (I.R.S. Employer Identification No.)
1324 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA, 94089
(Address of principal executive offices and zip code)
(408) 745-1961
(Registrant's telephone number, including area code)
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ITEM 5. OTHER MATTERS
On June 30, 1997, the Company issued a press release announcing that it had
entered into a letter of intent with the Becton-Dickinson Microbiology
Systems Division of Becton, Dickinson and Company ("Becton") to enter into an
agreement that would give Becton exclusive worldwide marketing rights to the
Company's IOS system. A copy of the press release is attached hereto as
Exhibit 99.1.
On July 7, 1997, the Company issued a press release announcing that it had
closed a private placement of 6,853,567 units consisting of one share of
Common Stock and one warrant to purchase one share of Common Stock, and that
it had received net proceeds of approximately $5.1 million. A copy of the
press release is attached hereto as Exhibit 99.2.
2
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ITEM 7. EXHIBITS
Exhibit 99.1. Press release dated June 30, 1997.
Exhibit 99.2. Press release dated July 7, 1997.
3
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INDEX TO EXHIBITS
Exhibit 99.1. Press release dated June 30, 1997.
Exhibit 99.2. Press release dated July 7, 1997.
4
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BIOCIRCUITS CORPORATION
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 thereunto duly authorized.
BIOCIRCUITS CORPORATION
Date: July 18, 1997
By: /s/ John Kaiser
------------------------------------
John Kaiser
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ James Welch
------------------------------------
James Welch
Secretary, Treasurer and Controller
(Principal Accounting Officer)
5
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Exhibit 99.1
[BIOCIRCUITS LETTERHEAD]
Contact: John Kaiser
President & CEO
Biocircuits Corporation
(408) 752-8706
FOR IMMEDIATE RELEASE
BIOCIRCUITS ANNOUNCES MARKETING
ARRANGEMENT WITH BECTON DICKINSON
SUNNYVALE, CA -- JUNE 30TH, 1997 -- Biocircuits Corporation (Nasdaq: BIOC)
announced today that the Company has signed a letter of intent to enter into
an agreement with the Microbiology Systems Division of Becton Dickinson and
Company. The agreement, when finalized and executed, will give Becton
Dickinson exclusive world wide marketing rights to the IOS-Registered
Trademark- system and all cartridges currently available as well as those
that will be developed in the future. It is also anticipated that Becton
Dickinson will assume the responsibility for manufacturing of the
IOS-Registered Trademark- instrument in 1998. Biocircuits will continue to
manufacture cartridges for transfer to Becton Dickinson as well as developing
new test cartridges.
"This Agreement presents an exciting opportunity for Biocircuits to partner
with a large diagnostic company," said John Kaiser, President and CEO of
Biocircuits. "Becton Dickinson currently markets a number of synergistic
diagnostic systems and easy to use tests to the same end user and through the
same distribution channels currently employed by Biocircuits. With their much
larger sales force and strong presence in the market place, market
penetration of the IOS-Registered Trademark- system should be significantly
enhanced."
The IOS-Registered Trademark- system is the first immunoassay system
developed with the ease of use and cost characteristics necessary for use in
the approximately 36,000 moderately complex licensed physician office
laboratories.
- more -
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BIOCIRCUITS CORPORATION
Biocircuits Announces Marketing Agreement with
Becton Dickinson
Page 2
"The ease of use of the IOS-Registered Trademark- system should make it ideal
for the physician office lab," said Vincent Forlenza, President of the
Microbiology Systems Division. "We look forward to a productive relationship
with Biocircuits."
Becton Dickinson and Company sells a broad range of medical supplies and
devices for use by health care professionals, medical research institutions
and the general public.
Actual results may differ materially from the above forward-looking
statements due to a number of important factors, and will be dependent upon
the Company's ability, directly or through third parties, to successfully
manufacture and market its existing and proposed products, as well as the
timely development and regulatory approval of additional products. These
factors are more fully discussed in the Company's most recent report on Form
10-K. Further, since the letter of intent with Becton Dickinson is not
legally binding there can be no assurances that a final agreement will be
negotiated and finalized.
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EXHIBIT 99.2
[BIOCIRCUITS LETTERHEAD]
Contact: John Kaiser
Chief Executive Officer
Biocircuits Corporation
408-752-8706
FOR IMMEDIATE RELEASE
- ---------------------
BIOCIRCUITS RECEIVES $5.1 MILLION
IN COMPLETION OF A PRIVATE PLACEMENT
Sunnyvale, CA, July 7, 1997 -- Biocircuits Corporation (Nasdaq: BIOC) today
announced that the Company had received approximately $5.1 million upon the
completion of a private placement consisting of a unit of one common share
and a warrant to purchase one common share.
The financing follows the announcement of the signing of a non-binding letter
of intent with Becton Dickinson to enter into a marketing and manufacturing
agreement for the IOS-Registered Trademark- system and related cartridges.
The Agreement would grant exclusive world wide marketing rights to Becton
Dickinson and in addition would give them the right to assume the
manufacturing of the IOS-Registered Trademark- instrument in 1998.
Biocircuits will continue to develop and manufacture cartridges for transfer
to Becton Dickinson.
Actual results may differ materially from the above forward-looking
statements due to a number of important factors, and will be dependent upon
the Company's ability, directly or through third parties, to successfully
manufacture and market its existing and proposed products, as well as the
timely development and regulatory approval of additional products. These
factors are more fully discussed in the Company's most recent report on Form
10-K. Further, since the letter of intent with Becton Dickinson is not
legally binding, there can be no assurances that a final agreement will be
negotiated and finalized.
