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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: June 25, 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.
The information set forth in the Registrant's news release dated
June 25, 1999 relating to the filing of the Plan of Reorganization made in
connection with the May 18, 1999 petition for reorganization under Chapter 11 is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release dated June 25, 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 behalf by the
undersigned hereunto duly authorized.
Imagyn Medical Technologies, Inc.
Date: June 29, 1999 By /s/ Michael A. Montevideo
------------------------------------
Michael A. Montevideo
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
99.1 Text of Press Release dated June 25, 1999.
</TABLE>
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EXHIBIT 99.1
[IMAGYN LETTERHEAD]
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/Lavine Surtani
BSMG Worldwide
212-445-8000
IMAGYN MEDICAL TECHNOLOGIES, INC. FILES
PLAN OF REORGANIZATION
NEWPORT BEACH, CA, June 25, 1999 - Imagyn Medical Technologies, Inc. (OTC/BB:
IMTI) announced today it has filed a Plan of Reorganization in the U.S.
Bankruptcy Court for the District of Delaware. The filing was made in connection
with the Company's petition on May 18, 1999 for reorganization under Chapter 11.
The proposed Plan contemplates that the Company's existing secured
creditors will be paid in full over time from the Company's future revenues or
from the proceeds of replacement financing that the Company must obtain. Trade
creditors who agree to continue to provide goods and services on normal trade
terms will be paid in cash in full, as will the Company's employees with
priority claims for pre-petition wages and employee benefits. Other trade
creditors, and the holders of the Company's $110 million in 12.5% Senior
Subordinated Notes, will receive new common stock representing 88% of the equity
in the reorganized Company. The balance of the equity will be held by management
and certain other creditors. Management will also receive options to purchase
additional equity based upon the future performance of the Company.
The Plan is based upon an agreement with Credit Suisse First Boston
Management Corporation (CSFB), which holds a majority of the Company's 12.5%
Senior Subordinated Notes and which also holds certain secured claims against
Imagyn. It is anticipated that, upon confirmation, CSFB will own or control
approximately 75% of the equity in the reorganized Company.
-more-
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-2-
Holders of the Company's 8.75% Convertible Subordinated Debentures, as
well as holders of currently outstanding common stock, warrants, options or
stock rights will not receive any property for these interests.
The Company anticipates that the plan will be considered for approval by
the Bankruptcy Court in September.
Charles A. Laverty, Imagyn's Chairman and Chief Executive Officer, said,
"We are pleased to report significant progress toward our goal of developing a
Plan of Reorganization that can provide Imagyn with a more stable financial
structure. The Plan we have proposed has the support of the holders of a
majority of the Company's debt."
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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