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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 and Exchange Act of 1934
Date of Report: May 4, 1999
IMAGYN MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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)
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ITEM 5. OTHER EVENTS.
Following the Company's April 30, 1999 announcement that it had not made certain
scheduled interest payments on its 12 1/2% Senior Subordinated Notes, three
minority holders of the Senior Subordinated Notes, consisting of Turnberry
Capital Partners LP, Turnberry Ltd, and Turnberry Capital International Ltd
filed a petition listing claims totaling $12.6 million. The petition seeks to
place the Company in involuntary Chapter 7 bankruptcy. The petition was filed in
U.S. Bankruptcy Court in Delaware.
The information set forth in the Registrant's news release dated May 4, 1999 is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release dated May 4, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its bebalf by the
undersigned hereunto duly authorized.
Imagyn Medical Technologies, Inc.
Date: May 4, 1999 By /s/ Michael A. Montevideo
------------------------------
Michael A. Montevideo
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
99.1 Text of Press Release dated May 4, 1999
</TABLE>
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EXHIBIT 99.1
FOR: IMAGYN Medical Technologies, Inc.
CONTACT: Charles A. Laverty
Chairman & Chief Executive Officer
Michael Montevideo
Chief Financial Officer
IMAGYN Medical Technologies, Inc.
(949) 720-8800
For Immediate Release
Edward Nebb/Lisa Gibson
BSMG Worldwide
212-445-8000
MINORITY BONDHOLDERS FILE INVOLUNTARY BANKRUPTCY
PETITION AGAINST IMAGYN MEDICAL TECHNOLOGIES, INC.
NEWPORT BEACH, CA, May 4, 1999 - Imagyn Medical Technologies, Inc. (OTC/BB:
IMTI) said today that three creditors representing a minority of holders of the
12-1/2% Senior Subordinated Notes have filed an involuntary bankruptcy petition
against the Company in the U.S. Bankruptcy Court for the District of Delaware.
The filing followed a recent announcement that Imagyn had not made certain
scheduled interest payments on its 12-1/2% Senior Subordinated Notes and
Convertible Subordinated Debentures due on April 30, 1999. The Company has 20
days from the service of the summons to respond to the involuntary petition. The
Company plans to continue to operate its business in the ordinary course.
Imagyn has been working with its financial advisors and its principal
creditors to reorganize the Company. At the time of the filing, the Company was
in the process of finalizing terms of a consensual restructuring plan with its
senior lenders and with the holders of approximately 79% of the 12-1/2% Senior
Subordinated bondholder class. The plan includes liquidity financing and the
conversion of a substantial portion of the Company's debt into equity to
stabilize the Company's capital structure. The Company indicated that it will
continue to pursue these discussions and, subject to the approval of its Board
of Directors, convert the involuntary case to one for reorganization under
Chapter 11 of the U.S. Bankruptcy Code as a means to efficiently restructure the
debt.
-more-
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Charles A. Laverty, Chairman and Chief Executive Officer of Imagyn,
stated "We have been in active discussions with the holders of a majority of the
Company's debt. We believe that this action by holders of a minority position
will not impair the constructive nature of those discussions. Our intention,
with the support of the majority of our creditors, is to transform the business
into a stronger, more focused platform providing specialized medical devices and
products." Mr. Laverty noted that the filing of this petition does not preclude
Imagyn from converting to its own voluntary case under Chapter 11, which would
permit the Company to implement a viable 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.
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