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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 1997
NEURO NAVIGATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-25136 33-0464753
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(Commission File Number) (IRS Employer Identification No.)
3180 Pullman Street, Costa Mesa, California 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 557-9111
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N/A
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On February 28, 1997 the Registrant received notice from a wholly-owned
subsidiary of Ballard Medical Products, a Utah corporation ("Ballard"), of
Ballard's exercise of its option to purchase all of Registrant's assets. The
option to purchase such assets was granted to Ballard pursuant to a Stock
Purchase and Option Agreement entered into on July 17, 1995 as amended (the
"Option Agreement"). Pursuant to the terms of the Option Agreement, the $4.2
million purchase price will be offset by deducting various amounts including a
$500,000 option payment previously paid by Ballard, approximately $3.7 million
of advances made to Registrant and approximately $5,000 to redeem 200,000 shares
of Series A Preferred Stock. As a result of such offsets provided in the Option
Agreement, Registrant will receive no net proceeds from the exercise of the
option. The sale of assets is scheduled to occur on or about March 19, 1997.
The assets include without limitation the Registrant's trade and accounts
receivable, equipment, machinery, leasehold improvements, furniture, tooling,
molds, vehicles, fixed assets, inventory (including all raw materials, work in
process and finished goods), intellectual property (including all rights to the
Registrant's corporate name), certain specified contracts and agreements and all
permits, licenses, approvals and the like (including all Premarket Approval
Applications and Premarket Notification filings under Section 510(k) of the
federal Food, Drug and Cosmetic Act filed with the Food and Drug
Administration). All of the Assets are located at the Registrant's principal
facilities in Costa Mesa, California.
Ballard is in the business of manufacturing and marketing specialized medical
products for use in many areas of the hospital, such as intensive-care units,
emergency services, gastroenterolgy and radiology procedures rooms, burn units
and respiratory therapy. Its address is 12050 Lone Peak Parkway, Draper, Utah
84020.
On February 26, 1997 the Registrant and Target Therapeutics Inc. (Target)
mutually agreed to terminate their Distribution Agreement dated December 30,
1993 under which Target distributed certain of the Company's products in Japan.
The termination was effective March 6, 1997.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) Exhibits
2.1 Stock Purchase and Option Agreement dated July 17, 1995 between
the Registrant and Ballard Medical Products, including all exhibits thereto.
(Previously filed as Exhibit with the same exhibit number to Neuro Navigational
Corporation Form 10-SB No. 0-25136 dated September 30, 1994.)
10.12 Distribution Agreement dated December 30, 1993, between the
Registrant and Target Therapeutics, Inc. (Previously filed as Exhibit with the
same exhibit number to Neuro Navigational Corporation Form 8-K Current Report
dated July 17, 1995.)
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SIGNATURES
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 thereunto duly authorized.
NEURO NAVIGATIONAL CORPORATION
(Registrant)
Dated: March 13, 1997 By: /s/ Brett L. Scott
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Brett L. Scott
Chief Financial Officer and Secretary
