<PAGE> 1
UNITED STATES
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): May 18, 1999
IMAGYN MEDICAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its character)
DELAWARE
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-111150 98-0122944
------------ ---------------------
(Commission (IRS Employer
file number) Identification Number)
5 CIVIC PLAZA, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(949) 720-8800
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On May 18, 1999, Imagyn Medical Technologies, Inc. (the "Company") filed a
voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code. The petition was filed with the U.S. Bankruptcy Court for the
District of Delaware (Case No. 99-1019 (PJW)). Related Chapter 11 petitions were
all filed in the same court for the Company's subsidiaries: Dacomed Corporation
(Case No. 99-1144); Allstate Medical Products, Inc. (Case No. 99-1146); Imagyn
Medical Technologies California, Inc. (Case No. 99-1143); Imagyn Medical, Inc.
(Case No. 99-1141); Osbon Medical Systems, Ltd. (Case No. 99-1145); and
Microsurge, Inc. (Case No. 99-1142).
On May 19, 1999, an order was entered by such court directing the joint
administration of the cases. At this time, the Company is managing its affairs
as a "debtor-in-possession" as defined in the Bankruptcy Code. No trustee,
examiner or other officer has been appointed by the Court to manage the affairs
of the Company.
ITEM 5. OTHER EVENTS.
The information set forth in the Registrant's news release dated May 18, 1999
relating to the filing of the Chapter 11 petition is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release dated May 18, 1999
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of 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.
Imagyn Medical Technologies, Inc.
Date: May 25, 1999 By: /s/ MICHAEL A. MONTEVIDEO
---------------------------------
Michael A. Montevideo
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Text of Press Release dated May 18, 1999
-3-
<PAGE> 1
EXHIBIT 99.1
imagyn
MEDICAL TECHNOLOGIES
5 Civic Plaza, Suite 100
Newport Beach, CA 92660
phone 714.668.5858
fax 714.668.5856
NB1:423275.1
FOR: Imagyn Medical Technologies, Inc.
CONTACT: Charles A. Laverty
Chairman & Chief Executive Officer
Michael Montevideo
Chief Financial Officer
Imagyn Medical Technologies, Inc.
(714) 668-5858
For Immediate Release
---------------------
Edward Nebb/Lisa Gibson
BSMG Worldwide
(212) 445-8000 or (212) 445-8270
IMAGYN MEDICAL TECHNOLOGIES, INC. ANNOUNCES
FINANCIAL RESTRUCTURING PLAN
HOLDERS OF MAJORITY OF DEBT SUPPORT PRENEGOTIATED PLAN OF
REORGANIZATION UNDER CHAPTER 11
NEWPORT BEACH, CA, May 18,1999 - Imagyn Medical Technologies, Inc. (OTC Bulletin
Board: IMTI) today announced a strategic restructuring initiative designed to
reduce the Company's debt, stabilize its capital structure, and strengthen its
ability to pursue future opportunities in the medical device market.
To facilitate the restructuring, Imagyn today filed a voluntary
petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware. As previously reported, on
May 3, 1999, three creditors representing a minority of holders of the 12-1/2%
Senior Subordinated Notes filed an involuntary bankruptcy petition against the
Company in the same Court. Accordingly, Imagyn has requested that the Court
convert the involuntary bankruptcy case into the voluntary Chapter 11 petition
filed today.
Imagyn has received a commitment for Debtor-in-Possession (DIP)
financing from a group of its existing lenders. The financing will be used to
fund normal business operations.
Charles A. Laverty, Imagyn's Chairman and Chief Executive Officer,
said, "Our intention is to shortly submit a prenegotiated Plan of Reorganization
to build a viable capital structure that will give Imagyn the financial
flexibility to realize its potential in the market for specialized medical
devices and products. We are pleased to have the support of the holders of a
majority of the Company's debt as we pursue this goal."
"Imagyn expects to operate in the normal course during the Chapter 11
case. The Company will continue payment of normal employee salaries, wages and
benefits, and will honor existing customer-related practices. The proposed Plan
of Reorganization will strengthen Imagyn's financial position by reducing a
substantial portion of its outstanding debt," Mr. Laverty added.
Details of the prenegotiated Plan of Reorganization have not been
finalized. However, it is currently expected that under the Plan to be submitted
shortly, all outstanding Common Stock of Imagyn Medical Technologies, Inc. will
be canceled, and a new class of stock would be issued to certain of the
Company's creditors. It is further expected that holders of existing Common
Stock will receive no distribution under the Plan.
The restructuring is subject to a number of conditions including, but
not limited to, definitive documentation and receipt of necessary approvals from
the Company's creditors and Court approval of the prenegotiated Plan of
Reorganization.
Imagyn Medical Technologies, Inc. is a designer, manufacturer and
marketer of urological, gynecological and general surgery medical products for
the health care market.
This press release contains forward-looking statements that involve
risks and uncertainties. Such statements are based on management's current
expectations and are subject to a number of uncertainties and risks that could
cause results to differ materially from those described in the forward-looking
statements. Factors that may cause such differences include, but are not limited
to, those described in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998.
# # #
