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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
Date of Report: October 9, 1996
UROMED CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-23266 04-3104185
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation Identification No.)
64 A STREET, NEEDHAM, MASSACHUSETTS 02194
Address of principal executive offices
Registrant's telephone number, including area code: (617) 433-0033
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ITEM 5. OTHER EVENTS
On September 30, 1996, the Registrant issued a press release reporting
that it had commenced a proposed offering of up to $50,000,000 principal
amount of Convertible Subordinated Notes due 2003 to certain qualified
institutional buyers, institutional accredited investors and foreign
investors.
On October 9, 1996, the Registrant issued a press release reporting that
it had set the terms of its $60,000,000 in principal amount of 6% Convertible
Subordinated Notes due October 15, 2003 to be offered to certain qualified
institutional buyers, institutional accredited investors and foreign
investors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release issued September 30, 1996, reporting the
commencement of a proposed offering of up to $50,000,000
principal amount of Convertible Subordinated Notes due
2003 of the Registrant to certain qualified institutional
buyers, institutional accredited investors and foreign
investors.
99.2 Press Release issued October 9, 1996, reporting that the
Registrant had set the terms of its $60,000,000 in
principal amount of 6% Convertible Subordinated Notes due
October 15, 2003 to be offered to certain qualified
institutional buyers, institutional accredited investors
and foreign investors.
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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.
UROMED CORPORATION
Dated: October 9, 1996 By: /s/ Paul J. Murphy
______________________________
Paul J. Murphy, Treasurer and
Chief Financial Officer
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EXHIBIT 99.1
UROMED
CORPORATION
FOR IMMEDIATE RELEASE
Contact:
Kristen Galfetti Sally J. Curley
Investor Relations Specialist Senior Consultant
UroMed Corporation Sharon Merrill Associates
(617) 433-0033 (617) 542-5300
UROMED CORPORATION TO ADD
CONVERTIBLE SUBORDINATED NOTES FINANCING
NEEDHAM, MA, September 30, 1996 -- UroMed Corporation (NASDAQ: URMD)
announced today that it intends to offer $50,000,000 of Convertible
Subordinated Notes ("Notes") to certain qualified institutional buyers,
institutional accredited investors and foreign investors in an offering not
required to be registered under the Securities Act of 1933 (the "Act"), as
amended. Under the terms of the offering, the Company may issue up to an
additional $7,500,000 of Notes solely to cover over-allotments, if any. The
Notes are expected to be due in 2003. It is anticipated that the proposed
offering will commence this week.
UroMed intends to use the proceeds to the Notes to facilitate the launch
of the Reliance-R- Insert in the United States in the fourth quarter of 1996,
and facilitate the launch of the Miniguard-TM- Patch in the United States in
late 1997 or early 1998. In addition, proceeds from the sale of the Notes
also may be used to fund ongoing research and development of the Reliance
Insert and Miniguard Patch and other urological and gynecological products,
as well as the possible acquisition or in-licensing of businesses, products
and technologies in the health care area.
The Notes and the shares of the Company's common stock issuable upon the
conversion thereof have not been registered under the Act and may not be
offered or sold absent registration under the Act or an applicable exemption
from registration requirements thereof. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction or an
exemption therefrom.
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Reliance-R- is a registered trademark of UroMed Corporation.
Miniguard-TM- is a trademark of UroMed Corporation.
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EXHIBIT 99.2
UROMED
CORPORATION
64 A Street
Needham, MA 02194
(617) 433-0033 FAX: (617) 433-0032
FOR IMMEDIATE RELEASE
Contact:
Kristen Galfetti Sally J. Curley
Investor Relations Specialist Senior Consultant
UroMed Corporation Sharon Merrill Associates
(617) 433-0033 (617) 542-5300
UROMED CORPORATION PRICES OFFERING OF
$60,000,000 OF CONVERTIBLE SUBORDINATED NOTES
NEEDHAM, MA, October 9, 1996 -- UroMed Corporation (NASDAQ: URMD)
announced today that it has set the terms for its $60,000,000 of Convertible
Subordinated Notes ("Notes") due October 15, 2003, to be offered to qualified
institutional buyers, certain institutional accredited investors and foreign
investors. The Notes will have a term of seven years and bear annual interest
at the rate of six percent. The Notes will be convertible into shares of
UroMed's common stock at a 25 percent premium to the closing bid price of
UroMed's common stock on October 8, 1996. An additional $9,000,000 of Notes
may be issued solely to cover over-allotments, if any. The offering is
expected to close on or about October 15, 1996.
The Notes are being offered to qualified institutional buyers pursuant to
Rule 144A and to certain institutional accredited investors in reliance upon
exemptions from the registration requirements of the U.S. Securities Act of
1933, as amended (the "Act"), including, for certain investors outside the
United States, Regulations S under the Act. The Notes have not been
registered under the Act. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction or an exemption therefrom.
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