<PAGE>
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): March 31, 1999
------------------------------
NORLAND MEDICAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-26206 06-1387931
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
106 Corporate Park Drive, Suite 106, White Plains, NY 10604
- --------------------------------------------------------------------------------
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (914) 694-2285
----------------------------
ITEM 5. Other Events
The Board of Directors of the Registrant ratified the Registrant's
exercise of its right to pay $4.31 million of the principal of the $5,560,000
promissory note issued by the Registrant to Norland Medical Systems B.V.
("NMS BV") as part of the purchase price for the Registrant's 1997
acquisition of Norland Corporation ("Norland Corp.") from NMS BV by the
issuance of shares of the Registrant's Common Stock, as provided in the
Norland Corp. Purchase Agreement. The 11,122,580 shares of Common Stock
issuable in payment of such $4.31 million of principal, when added to the
shares presently outstanding and reserved for issuance, exceed the
Registrant's 20,000,000 authorized shares of Common Stock by 6,534,111
shares. Accordingly, the Registrant has issued 4,588,469 of such 11,122,580
shares, as a result of which the total number of issued and outstanding
shares of Registrant's Common Stock is 18,752,500. Issuance of the remaining
6,534,111 shares is subject to stockholder approval of an increase in the
amount of the Company's authorized Common Stock to be proposed at the
upcoming 1999 annual meeting.
ITEM 7. Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated April 5, 1999, of Norland Medical
Systems, Inc.
<PAGE>
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: April 5, 1999 By: /s/ Kurt W. Streams
-------------------------------------
Kurt W. Streams
Vice President, Finance and Secretary
<PAGE>
Exhibit 99.1
Company Contact:
NORLAND MEDICAL SYSTEMS, INC.
Kurt Streams - Vice President, Finance
914-694-2285
NORLAND MEDICAL SYSTEMS, INC.
ANNOUNCES
$4.31 MILLION DEBT REDUCTION
AND ISO 9001 CERTIFICATION
WHITE PLAINS, NY, APRIL 5, 1999 -- NORLAND MEDICAL SYSTEMS, INC. (OTCBB: NRLD)
announced today that it had reduced its debt by $4.31 million. The Company also
announced that the manufacturing facility of its Norland Corporation subsidiary
received ISO 9001 certification from the European Community.
The Company exercised its right to pay down $4.31 million of the remaining
debt incurred in connection with the 1997 acquisition of Norland Corporation
from Norland Medical Systems B.V. ("NMS BV") by the issuance of restricted
shares of the Company's Common Stock. The effect of this action is to reduce
the Company's outstanding debt to $1.25 million from $5.56 million balance at
December 31, 1998. The Company will issue 11,122,580 shares of Company Common
Stock in payment of $4.31 million of principal of the promissory note issued
by the Company to NMS BV. Through their interests in NMS BV, certain members
of management and major stockholders of the Company have significantly
increased their stake in the Company. Issuance of a portion of the new
restricted shares is subject to shareholder approval of an increase in the
amount of the Company's authorized Common Stock to be proposed at the
upcoming 1999 annual meeting.
With respect to the ongoing litigation related to the Norland Corporation
acquisition, the Company also noted that, as disclosed in its recently filed
Form 10-K annual report, on March 18, 1999 the Delaware Court of Chancery
approved the settlement of this litigation on the terms previously announced.
The Company's previously high debt level and the existence of unresolved
litigation have had a seriously negative impact on the Company's sales efforts.
Reynald G. Bonmati, Chairman and President of the Company stated, "We are
pleased to have significantly improved the financial strength of Norland by
reducing its debt load and resolving the litigation over the Norland Corporation
acquisition. We hope that these actions along with growing sales of our
Excell(TM) bone densitometer, the first DXA-based table scanner priced below
$30,000, demonstrate that Norland is executing its plan to bring access to bone
densitometry to the millions of women having undiagnosed osteoporosis. I am
pleased to announce that with the latest equity increase, I and certain other
major stockholders have significantly increased our stake in the Company,
demonstrating our confidence in Norland."
The Company also announced that its Fort Atkinson, Wisconsin-manufacturing
facility has received ISO 9001 certification from the European Community. The
certification was granted after a comprehensive audit of the Company's
facilities and processes. "We have always taken great pride in the quality of
our products including our leadership in DXA scanners," said Mr. Bonmati. "ISO
9001 provides independent confirmation of our high quality standards."
<PAGE>
Norland Medical Systems, Inc. develops, manufactures, sells and services a wide
range of bone densitometers used to assess bone mineral content and density, one
of several factors used by physicians to aid in the diagnosis and monitoring of
bone disorders, particularly osteoporosis. Osteoporosis progresses as a
symptomless disease characterized by bone loss and deterioration of the
skeleton, leading to bone fragility and increased risk of fractures. According
to the National Osteoporosis Foundation, 28 million Americans, 80% of who are
women, are affected by osteoporosis, and left unchecked, that number is
predicted to increase to 41 million by 2015. 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 distribute medical diagnostic products developed by Stratec
Medizintechnik GmbH.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Nothing in this release should be viewed as suggesting the existence of
any trend or projection of any future trend with respect to any matter referred
to herein, including but not limited to Excell(TM) DXA or other sales and any
impact of the Company's debt reduction, settlement of the litigation over the
acquisition of Norland Corporation or receipt of ISO 9001 certification. The
statements which are not historical facts contained in this release are forward
looking statements that involve risk and uncertainties, including, but not
limited to, the results of research and development efforts, the development,
approval and acceptance of new therapies for osteoporosis and other bone
disorders, changes in government and third party reimbursement programs, the
effect of regulation by the United States Food and Drug Administration (FDA) and
other agencies, the impact of competitive products, product development,
commercialization and technological changes and difficulties, the results of
financing efforts, the effect of the Company's accounting policies, and other
risks detailed in the Company's Form 10-K for 1998 and other Securities and
Exchange Commission filings.
###
