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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 26, 1998
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Date of Report
(Date of earliest event reported)
INCONTROL, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-24540 91-150619
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
6675 - 185TH AVENUE, N.E., REDMOND, WASHINGTON 98052
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(Address of principal executive offices, including Zip Code)
(206) 861-9800
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 26, 1998, InControl, Inc. (the "Company") issued a press release
announcing that the Company will not exercise its rights under a commitment
obtained from an investor to purchase $7.5 million of convertible preferred
stock on terms substantially equivalent to the convertible preferred stock
issued by the Company in April 1998. The Company's Board of Directors believes
that additional offerings similar to April's offering of $7.5 million of Series
B Convertible Preferred Stock would not be in the Company's best interest.
Accordingly, the Company does not intend to enter into any such transactions in
the future. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release issued by InControl, Inc. on June 26, 1998.
SIGNATURE
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.
INCONTROL, INC.
Dated: June 29, 1998 By /s/ PHILIP A. OKESON
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Philip A. Okeson
Treasurer and Secretary
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EXHIBIT INDEX
<TABLE>
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Exhibit Number Description
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<S> <C>
99.1 Press Release issued by InControl, Inc. on June 26, 1998.
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EXHIBIT 99.1
INCONTROL BOARD DECIDES AGAINST ADDITIONAL CONVERTIBLE PREFERRED STOCK
FINANCING
REDMOND, WA (June 26, 1998) -- The Board of Directors of InControl, Inc.
(NASDAQ:INCL) announced today that the Company will not exercise its rights
under a commitment obtained from an investor to purchase $7.5 million of
convertible preferred stock on terms substantially equivalent to the convertible
preferred stock issued by the Company in April 1988. The Directors believe that
additional offerings similar to April's offering of $7.5 million of convertible
preferred stock would not be in the Company's best interest. Accordingly, the
Company does not intend to enter into any such transactions in the future.
InControl is a leader in developing new therapies for atrial fibrillation, one
of the most common heart rhythm disorders. AF affects over five million people
in the U.S. and Europe and accounts for more hospitalizations each year than any
other heart rhythm disorder. The Company's METRIX (TM) atrial defibrillators are
placed and programmed by physicians using techniques similar to those used for
implanting ICDs. The METRIX defibrillator is designed to detect the presence of
atrial fibrillation and deliver a low-energy shock to convert the heart to
normal rhythm. This new therapy is intended for patients suffering from
persistent symptomatic episodes of atrial fibrillation. The METRIX atrial
defibrillator is the first of its kind to enter clinical investigation in the
United States. InControl maintains corporate headquarters in Redmond, Washington
and European headquarters in Brussels, Belgium. Its internet address is
http://www.incontrol.com.
This release includes forward-looking statements relating to future of the
Company that are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Factors that could
affect the Company's actual results are described in the Company's latest Annual
Report on Form 10-K filed with the SEC. the reader is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this release. The Company undertakes no obligation to publicly release
the results of any revisions to these forward-looking statements that may be
made to reflect events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.
