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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: September 29, 1997
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IMAGYN MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of incorporation)
1-11150 98-0122944
(Commission (IRS Employer
file number) Identification Number)
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5 CIVIC PLAZA, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices)(Zip code)
(714) 668-5858
(Registrant's telephone number, including area code)
UROHEALTH SYSTEMS, INC.
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 29, 1997, Imagyn Medical Technologies, Inc. (formerly
Urohealth Systems, Inc.) (the "Company") completed the acquisition of Imagyn
Medical, Inc. ("Old Imagyn"). Pursuant to the Agreement and Plan of Merger,
dated April 19, 1997, as amended by Amendment No. 1, dated July 17, 1997 (the
"Merger Agreement"), a wholly-owned subsidiary of the Company merged with and
into Old Imagyn, and each outstanding share of Common Stock of Old Imagyn was
converted into 1.4 shares of Common Stock of the Company.
Item 5. Other Events.
On September 29, 1997, the stockholders of the Company approved an
amendment to the Certificate of Incorporation of the Company to change the name
of the Company from "Urohealth Systems, Inc." to "Imagyn Medical Technologies,
Inc." The Company filed appropriate documents with the Delaware Secretary of
State and the name change was effective September 29, 1997. Effective October
1, 1997, the Company's trading symbol on The Nasdaq National Market was changed
from "UROH" to "IMTI."
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) The financial statements of Old Imagyn required to be filed with
this report are incorporated by reference from pages F-62 to F-84 of the
Registration Statement on Form S-4 of the Company (No. 333-34043) (the "S-4
Registration Statement").
(b) Pro Forma Financial Information.
(1) The pro forma financial information required to be filed with this
report is incorporated by reference from pages F-85 to F-91 of the S-4
Registration Statement.
(c) Exhibits.
Agreement and Plan of Merger, dated April 19, 1997, as amended by
Amendment No. 1, dated July 17, 1997. Incorporated by reference from pages A-1
to A-24 of the S-4 Registration Statement.
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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.
UROHEALTH SYSTEMS, INC.
(Registrant)
By: /s/ CHARLES A. LAVERTY
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Charles A. Laverty
Chief Executive Officer
Date: October 6, 1997
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