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): December 22, 1999
BIOMAGNETIC TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
1-10285 95-2647755
(Commission File Number) (IRS Employer Identification No.)
9727 Pacific Heights Boulevard, San Diego, CA 92121-3719
(Address of principal executive offices) (Zip Code)
(858) 453-6300
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On December 22, 1999, Biomagnetic Technologies, Inc. ("BTi")
acquired all of the issued and outstanding capital stock ("Shares")
of Neuromag Oy pursuant to the terms of a Share Purchase Agreement
by and between Marconi Medical Systems, Inc. ("Marconi") and BTi
(the "Share Purchase Agreement"). Under the terms of the Share
Purchase Agreement, BTi paid a total of $10 million in cash to
Marconi for the purchase of the Shares and agreed to pay between a
minimum of $2.5 million and a maximum of $5 million in royalties to
Marconi under a royalty agreement over the next eight years, and
additional consideration of up to approximately $1.8 million
dependent upon the occurrence of certain future events.
The Company has obtained a loan from AIG Private Bank Ltd. totaling $11
million that is secured by Shares of Neuromag Oy and is guaranteed by
an entity unaffiliated with the Company. The loan matures June 30,
2000. Martin Egli, a board member of BTi, also serves on the Board of
Directors of AIG Private Bank Ltd. As a part of its ongoing financing
strategies, the Company intends to raise additional capital for the
purposes of repaying the loan and to continue to fund operations. There
can be no assurance that the Company will be able to raise such capital
on terms acceptable to the Company, if at all.
(b) Similar to BTi, Neuromag Oy, is engaged in research, development
and manufacturing of magnetic source imaging systems. Neuromag Oy is
located in Helsinki, Finland. BTi intends to continue the operations
of Neuromag Oy as a subsidiary of BTi.
The description of the transaction set forth above is qualified in its
entirety by reference to the Share Purchase Agreement filed with this
Current Report and the Press Release issued by BTi dated December 23,
1999, copies of which are attached to this Current Report as Exhibits
2.1 and 99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Financial Information of Neuromag Oy required to be filed pursuant
to Item 7(a) of Form 8-K was not available at the time of filing of
this Current Report on Form 8-K and will be filed on a Form 8-K/A as
soon as practicable, but in no event later than 60 days after the date
this Form 8-K must be filed.
(b) PRO FORMA FINANCIAL STATEMENTS.
The Pro Forma Financial Information required to be filed pursuant to
Item 7(b) of Form 8-K was not available at the time of filing of this
Current Report on Form 8-K and will be filed on a Form 8-K/A as soon as
practicable, but in no event later than 60 days after the date this
Form 8-K must be filed.
(c) EXHIBITS.
Exhibit 2.1 Share Purchase Agreement dated as of December 21,
1999, by and between Marconi Medical Systems, Inc.
and Biomagnetic Technologies, Inc. Certain
schedules and/or exhibits referenced in the Share
Purchase Agreement have not been included because
they contain information which is not material to
an investment decision or which is otherwise
discussed in the agreement. A copy of any omitted
schedule and/or exhibit will be furnished
supplementally to the Securities and Exhcange
Commission upon request. In addition, confidential
treatment has been requested for certain portions
of this exhibit.
Exhibit 99.1 Press Release dated December 23, 1999.
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.
BIOMAGNETIC TECHNOLOGIES, INC.
Date: January 6, 2000 /s/ D. Scott Buchanan
--------------------------------------
D. Scott Buchanan, President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
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2.1 Share Purchase Agreement dated as of December 21, 1999, by and between
Marconi Medical Systems, Inc. and Biomagnetic Technologies, Inc. Certain
schedules and/or exhibits referenced in the Share Purchase Agreement have
not been included because they contain information which is not material
to an investment decision or which is otherwise discussed in the agreement.
A copy of any omitted schedule and/or exhibit will be furnished
supplementally to the Securities and Exchange Commission upon request.
In addition, confidential treatment has been requested for certain portions
of this exhibit.
99.1
Press Release dated December 23, 1999.