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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
Date of Report: September 2, 1998
i-STAT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-19841 22-2542664
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
303A College Road East, Princeton, NJ 08540
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(Address of Principal Executive Offices)
(609) 243-9300
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On September 2, 1998, i-STAT Corporation (the "Company") and Abbott
Laboratories (the "Purchaser") closed the transactions contemplated by the
Common Stock Purchase Agreement, the Funded Research & Development and License
Agreement and the Marketing and Distribution Agreement (the "Distribution
Agreement"), each as executed by the Company and the Purchaser on August 3,
1998. At the closing, Abbott acquired 2,000,000 shares of the Company's common
stock at an aggregate purchase price of $22,700,000 or $11.35 per share. The
shares represent approximately 11.5% of the outstanding voting securities of the
Company. The Company and the Purchaser also entered into a Registration Rights
Agreement under which the Company has agreed to register with the Securities and
Exchange Commission for public sale, the shares of common stock purchased by the
Purchaser, upon the Purchaser's request and subject to certain conditions. At
the closing, the Purchaser also paid to the Company $5,000,000 of the
$25,000,000 in partial prepayments that the Purchaser has agreed to make, under
the terms of the Distribution Agreement, over the first three years of the term
of such agreement, as guaranteed future purchases of incremental units above the
Company's base business in the U.S.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, i-STAT Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
i-STAT CORPORATION
By: /s/ Roger J. Mason
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Roger J. Mason
Vice President of Finance, Treasurer
and Chief Financial Officer
Date: September 16, 1998
