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 1, 1997
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ADVANCED MAMMOGRAPHY SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20968 04-3166348
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification
No.)
46 Jonspin Road, Wilmington, Massachusetts 01887
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 657-8876
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 4 Pages
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Item 5. Other Events
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On May 1, 1997, upon the termination of an Escrow
Agreement, dated as of January 25, 1993 (the "Escrow Agreement"),
among Advanced Mammography Systems, Inc. (the "Company"),
American Stock Transfer & Trust Company and Advanced NMR Systems,
Inc. ("ANMR"), ANMR returned to the Company 2,750,000 shares (the
"Escrow Shares") of the Company's Common Stock, $.01 par value.
The Escrow Shares are to be cancelled and restored to the status
of authorized but unissued shares of the Company's Common Stock.
Upon the cancellation of the Escrow Shares, the number of issued
and outstanding shares of the Company's Common Stock was reduced
to 7,616,254 shares, and ANMR's ownership of the Company's Common
Stock was reduced to 1,250,000 shares.
The Escrow Agreement had provided for release of the
Escrow Shares to ANMR in the event certain specified minimum
pretax income targets for the Company or certain bid price
targets for the Company's Common Stock were reached by December
31, 1996. None of the targets was reached.
On May 1, 1997, the Company issued a press release
announcing the return of the Escrow Shares. A copy of the press
release is included herein as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99.1 Press release, dated May 1, 1997
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: May 12, 1997
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
By: /s/ Jack Nelson
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Name: Jack Nelson
Title: Chairman
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EXHIBIT INDEX
Exhibit Description
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99.1 Press release, dated May 1, 1997
[letterhead of Advanced Mammography Systems, Inc.]
NEWS RELEASE
Company Contact: Media & Investor Relations
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Beverly Tkaczenko Jo Bandy or Greg Facktor
Advanced Mammography Systems, Inc. Market Pathways
800-476-0569 714-955-1860
FOR IMMEDIATE RELEASE MEDIA CONTACTS
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Omir Ben-Adi or Kai Pittman
Ruder Finn Ruder Finn
212-715-1580 212-583-2756
ADVANCED MAMMOGRAPHY SYSTEMS, INC.
TO REDUCE ITS SHARES OUTSTANDING BY 27 PERCENT
- Actual Shares Outstanding to Decrease from 10.4 Million to 7.6
Million -
WILMINGTON, MASS. MAY 1, 1997 - ADVANCED MAMMOGRAPHY SYSTEMS,
INC. (NASDAQ: MAMO) announced today that 2.75 million shares of
the company's common stock, currently owned by Advanced NMR
Systems, Inc. (NASDAQ: ANMR) which have been held in escrow, will
be returned to the treasury of Advanced Mammography, resulting in
a 27 percent reduction in the total number of shares outstanding.
The 2.75 million shares are a portion of the 4 million shares
originally issued to Advanced NMR and placed in escrow in
connection with Advanced Mammography's initial public offering in
January 1993, pending the achievement of certain milestones.
These milestones included Advanced Mammography meeting certain
threshold amounts of pretax net income, or the average closing
bid price of the company's common stock reaching specific
threshold price levels for certain prescribed periods. Because
neither of these milestones were achieved, the 2.75 million
shares will be returned to treasury, thereby reducing Advanced
NMR's equity interest in Advanced Mammography to 1.25 million
shares, or 16.4 percent.
"The 27 percent reduction in shares outstanding should prove to
be extremely beneficial to Advanced Mammography's public
shareholders," said Jack Nelson, chairman and chief executive
officer of Advanced Mammography Systems. "We are committed to
maximizing shareholder value, and we are confident that the
company's leadership position with respect to its Aurora (TM)
magnetic resonance breast imaging system will continue to present
the company and its shareholders with exciting opportunities, as
we move forward with Aurora's successful commercial
implementation."
Safe Harbor Statement
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This release contains forward-looking information, including
forward-looking statements based upon current expectations that
include a number of business risks and uncertainties. The
factors that could cause results to differ materially include the
following: (1) the potential market size or commercial success
that the Aurora may have, and (ii) the positive impact that the
Aurora may have in diagnosing breast disease in women.
Additional information on factors that could potentially affect
the company's financial results may be found in the company's
filings with the Securities and Exchange Commission.
Advanced Mammography Systems, Inc. has developed the only
dedicated breast imaging system, the Aurora, based on magnetic
resonance imaging technology. The company commenced commercial
marketing activities for the system following clearance of the
product by the U.S. Food and Drug Administration in February
1996.
