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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 (Date of earliest event reported): AUGUST 1, 1997
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NORLAND MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26206 06-1387931
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
106 CORPORATE PARK DRIVE, SUITE 106, WHITE PLAINS, NY 10604
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (914) 694-2285
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ITEM 5. Other Events
A purported shareholder's class action and derivative complaint
entitled IRWIN I. MILLER V. REYNALD G. BONMATI ET. AL, DEFENDANTS, AND NORLAND
MEDICAL SYSTEMS, INC., NOMINAL DEFENDANT (Civil Action No. 15849), was filed in
the Court of Chancery of the State of Delaware, New Castle County, on August 1,
1997, against four members of the Company's Board of Directors (the "Individual
Defendants"), Norland Medical Systems B.V. ("NMS BV"), and the Company. The
action relates to the proposed acquisition (the "Acquisition") by the Company
from NMS BV of all of the outstanding stock of Norland Corporation. The
Acquisition is subject to the approval of the Company's stockholders at a
stockholder's meeting scheduled for August 20, 1997. The complaint alleges that
the Individual Defendants have breached their fiduciary duties of loyalty,
candor and care in connection with the pending Acquisition, and that the
Company's proxy statement relating to the stockholders' meeting does not contain
full and fair disclosure with respect to the Acquisition. Plaintiff seeks,
among other things: to enjoin the consummation of the Acquisition; to require
that the Company make additional disclosures to its stockholders in connection
with the Acquisition; damages in unspecified amounts; and costs, disbursements
and counsel and expert fees.
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ITEM 7. Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated August 6, 1997, of Norland Medical
Systems, Inc.
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 hereunto duly authorized.
NORLAND MEDICAL SYSTEMS, INC.
Date: August 7, 1997 By:/s/ Kurt W. Streams
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Kurt W. Streams
Vice President, Finance and Secretary
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Exhibit 99.1
[Norland Medical Systems, Inc. Letterhead]
Company Contact: Reynald Bonmati
President
(914) 694-2285
Investor Relations Contact: John Heilshorn
Lippert/Heilshorn
(212) 838-3777/ext.123
WHITE PLAINS, NY, AUGUST 6, 1997 - NORLAND MEDICAL SYSTEMS, INC. (NASDAQ:NRLD)
released the following information:
A purported shareholder's class action and derivative complaint
entitled IRWIN I. MILLER V. REYNALD G. BONMATI ET. AL. DEFENDANTS, AND NORLAND
MEDICAL SYSTEMS, INC., NOMINAL DEFENDANT (Civil Action No. 15849), was filed in
the Court of Chancery of the State of Delaware, New Castle County, on August 1,
1997, against four members of the Company's Board of Directors (the "Individual
Defendants"), Norland Medical Systems B.V. ("NMS BV"), and the Company. The
action relates to the proposed acquisition (the "Acquisition") by the Company
from NMS BV of all the outstanding stock of Norland Corporation. The
Acquisition is subject to the approval of the Company's stockholders at a
stockholder's meeting scheduled for August 20, 1997. The complaint alleges that
the Individual Defendants have breached their fiduciary duties of loyalty,
candor and care in connection with the pending Acquisition, and that the
Company's proxy statement relating to the stockholder meeting does not contain
full and fair disclosure with respect to the Acquisition. Plaintiff seeks,
among other things: to enjoin the consummation of the Acquisition; to require
that the Company make additional disclosures to its stockholders in connection
with the Acquisition; damages in unspecified amounts; and costs, disbursements
and counsel and expert fees.
The Company and other defendants believe that the action is
without merit, and they intend to vigorously defend against the allegations made
in the complaint.
Norland Medical Systems, Inc. markets, sells and services a wide range
of bone densitometers used to assess bone mineral content and density, one of
several factors used by physicians in the diagnosis and monitoring of bone
disorders, particularly osteoporosis, a disease that affects more than 25
million Americans, 80% of whom are women. Driven by the availability of new
treatments for bone-related disorders, Norland is focusing on bringing
affordable, state-of-the-art diagnostic technology directly into the physician's
office in order to address a number of women's healthcare problems. The Company
also has rights to exclusive worldwide distribution and service of all current
and future medical diagnostic products developed and manufactured by Norland
Corporation and Stratec Medizintechnik GmbH. As previously announced, the
Company has signed an agreement to acquire all the issued and outstanding stock
of Norland Corporation. The transaction is subject to the approval of the
Company's stockholders at its 1997 annual meeting.
