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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
FEBRUARY 10, 1997
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Date of Report (Date of earliest event reported)
VENTANA MEDICAL SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-20931 94-2976937
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
3865 NORTH BUSINESS CENTER DRIVE
TUCSON, ARIZONA 85705
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(Address of principal executive officer)
(520) 887-2155
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
In January 1997, four individuals who are former BioTek noteholders who
held in the aggregate approximately $1.1 million in principal amount of BioTek
notes filed an action, Tse, et al. v. Ventana Medical Systems, Inc., et al.,
No. 97-37, against the Company and certain of its directors and stockholders in
the United States District Court for the District of Delaware. The complaint
alleges, among other things, that the Company violated federal and California
securities laws and engaged in common law fraud in connection with the BioTek
shareholders' consent to the February 1996 merger of BioTek into Ventana and
the related conversion of BioTek notes into Ventana notes. Plaintiffs seek
substantial compensatory damages several times in excess of the principal
amount of their BioTek notes, as well as substantial punitive damages, and fees
and costs. Based on the facts known to date, the Company believes that the
claims are without merit and intends to vigorously contest this suit. After
consideration of the nature of the claims and the facts relating to the merger
and the BioTek note exchange, the Company believes that it has meritorious
defenses to the claims and that resolution of this matter will not have a
material adverse effect on the Company's business, financial condition and
results of operations; however, the results of the proceedings are uncertain
and there can be no assurance to that effect.
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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.
VENTANA MEDICAL SYSTEMS, INC.
Dated: February 9, 1997 By: /s/ R. MICHAEL RODGERS
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Name: R. Michael Rodgers
Title: Vice President and Chief
Financial Officer
