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): July 18, 1997
Intelligent Medical Imaging, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-14190 65-0136178
(Commission File Number) (IRS Employer Identification No.)
4360 Northlake Boulevard, Suite 214, Palm Beach Gardens, FL 33410
(Address of Principal Executive Offices) (Zip Code)
(561) 627-0344
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On July 17, 1997, Intelligent Medical Imaging, Inc. (the "Company")
issued a press release ("Press Release") describing the termination of its
Product Integration Agreement with DiaSys Corporation ("DiaSys"), and the basis
for such termination.
The Company does not anticipate any material adverse impact as a
result of termination of the Product Integration Agreement.
The Press Release is attached hereto as an Exhibit and incorporated
herein by reference. The foregoing summary of such Exhibit is qualified in its
entirety by reference to the complete text of such Exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Exhibit
Number Exhibit Title
99 June 17, 1997 Press Release relating to termination of Product
Integration Agreement with DiaSys
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Intelligent Medical Imaging, Inc.
Registrant
By:\s\Tyce M. Fitzmorris
-----------------------------------
Tyce M. Fitzmorris,
President and Chief Executive Officer
Dated: July 28, 1997
EXHIBIT 99
FOR IMMEDIATE RELEASE
July 17, 1997
INTELLIGENT MEDICAL IMAGING ANNOUNCES
TERMINATION OF DIASYS PRODUCT INTEGRATION AGREEMENT
PALM BEACH GARDENS, FL, JULY 17, 1997 -- Intelligent Medical Imaging, Inc.
(Nasdaq: IMII) the developer and marketer of the MICRO21 system announced that
it has notified DiaSys Corporation (Nasdaq: DIYS) that IMI is terminating the
Product Integration Agreement between IMI and DiaSys and rejecting all products
delivered by DiaSys. The agreement was terminated for cause due to breaches of
the agreement by DiaSys, including the failure to deliver conforming goods.
Tyce Fitzmorris, IMI's President and CEO, said, "IMI planned to offer two
methods of automating slide preparation for use of the MICRO21 System in
performing the urinalysis procedure; integration of the DiaSys RS2003 flow cell
method, and the well slide method. IMI has worked with DiaSys since January in
an attempt to integrate the DiaSys product into IMI's MICRO21 system. DiaSys was
unable to correct problems that prevented successful integration with the
MICRO21."
Mr. Fitzmorris went on to say, "We do not anticipate any material adverse impact
on the Company as a result of our termination of the DiaSys agreement. A
prototype version of the automated well slide maker will be demonstrated at the
American Association for Clinical Chemistry next week in Atlanta, Georgia."
Intelligent Medical Imaging, Inc. developed and markets the MICRO21 System, an
intelligent, automated microscope system for diagnostic use in hospitals,
commercial reference and physical group practice laboratories.
The foregoing press release includes "forward-looking statements" within the
meaning of and made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance or achievements of the Company or events,
or timing of events, relating to the Company to differ materially from any
future results, performance or achievements of the Company or events, or timing
of events, relating to the Company expressed or implied by such forward looking
statements. Such factors include, among others: the delays and impediments
associated with the industry and market perception of the dispute, even if
amicably settled, between the Company and DiaSys; and the inability of the
Company to solve its dispute with DiaSys amicably. The Company cannot assure
that it will be able to anticipate or respond timely to any of the factors
listed above, which could adversely affect operating results.
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