UNITED STATES
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) September 7, 2004
INMEDICA DEVELOPMENT CORPORATION
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(Exact name of registrant as specified in charter)
Utah 0-12968 87-0397815
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
825 N. 300 West, Suite N132
Salt Lake City, Utah 84103
(Address of principal executive offices)
Registrant's telephone number, including area code: (801)521-9300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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Effective September 7, 2004, InMedica Development Corporation
("InMedica") and its subsidiary, MicroCor, Inc. ("MicroCor") entered into a
Joint Development Agreement pursuant to which Wescor, Inc., a Utah medical
technology company ("Wescor") purchased 15% of the issued and outstanding common
stock of MicroCor on a pro-rata basis from InMedica and from Chi Lin Technology
Co, Ltd of Tainan, Taiwan, ("Chi Lin") for $375,000. Prior to the consummation
of the transaction InMedica held 80% of the issued and outstanding common stock
of MicroCor and Chi Lin owned 20%. Following the transaction, InMedica holds
68%, Chi Lin holds 17% and Wescor holds 15% of the issued and outstanding stock
of MicroCor. The purchase monies will be paid $300,000 to InMedica and $75,000
to Chi Lin, payable in installments over 18 months. Twenty percent of each
payment made to InMedica will be applied to outstanding debt owing from InMedica
to Wescor in the present amount of $114,969.93. MicroCor has also granted
certain royalty and revenue royalty rights to InMedica and Chi Lin.
MicroCor is the principal asset of InMedica and presently holds
four patents on InMedica's non-invasive hematocrit technology as well as
confidential technical information regarding the technology. In connection with
the transaction, InMedica transferred all of its additional rights in the
non-invasive hematocrit technology to MicroCor and Chi Lin licensed to MicroCor
all rights relating to the non-invasive technology owned by Chi Lin. Further,
Wescor assumed the responsibility to manage the day to day affairs of MicroCor
and to continue the development of the non-invasive hematocrit technology.
Wescor may earn additional shares of MicroCor stock (up to a total of 49% of
MicroCor) in three phases as follows: (Phase1) completion of a working prototype
capable of meeting FDA GMP requirements, (Phase 2) completion of clinical trials
for obtaining the FDA's clearance to market such products and, (Phase 3)
manufacturing and initial introduction into the US market of such products.
Further, Wescor has also been granted an option to purchase all remaining
MicroCor stock owned by InMedica and Chi Lin upon successful completion of Phase
2 and again upon successful completion of Phase 3, as well as a right of first
refusal in the event of a bona fide outside offer to acquire MicroCor.
Wescor, a private corporation with headquarters in Logan, Utah,
has been developing, manufacturing, and marketing medical instruments,
appliances, and related products for the diagnostic laboratory market for more
than three decades. Wescor's Biomedical Products Division has established a
reputation for quality products as well as quality technical support for its
products. Wescor is a leader in the laboratory diagnosis of cystic fibrosis with
its Macroduct(R) and Nanoduct(R) Sweat Testing Systems. The Aerospray(R) family
of automatic slide stainer-cytocentrifuges of Wescor are widely used in
hematology and microbiology laboratories, providing the newest technology in
microscope slide staining as well as cytocentrifugation. Wescor is also a leader
in osmometry with its Vapro(R) Vapor Pressure Osmometer. The Wescor Membrane
Osmometer makes a direct measurement of Colloid Osmotic Pressure in whole blood
or serum.
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Chi Lin is a principal shareholder of InMedica and has the right
to nominate two directors to serve on InMedica's board of directors. Further,
all inter-company obligations between InMedica and MicroCor will be eliminated
in connection with the transaction as follows: InMedica will assume $54,912 of
accrued liabilities of MicroCor and MicroCor will forgive $489,869.85 of loans
owed by InMedica to MicroCor. The MicroCor shares issued to Wescor were valued
by MicroCor's board of directors based upon arms length negotiations of the
parties and considering InMedica's need for additional funding and development
capability. The transaction is subject to shareholder approval by the InMedica
shareholders, however Chi Lin, Larry E. Clark, Richard Bruggeman and Ralph
Henson (who collectively own more than 50% of the outstanding stock of InMedica)
have each agreed to vote their shares in favor of the transaction as a condition
of the agreement. During the term of the Joint Development Agreement, InMedica
will continue to appoint three of five members of the board of directors of
MicroCor and Chi Lin and Wescor will each be entitled to appoint one board
member.
Financial statements required by this report will be filed by
amendment within 60 days.
ITEM 7. EXHIBITS.
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Exhibit (10) The Joint Development Agreement of InMedica Development
Corporation, Chi Lin Technology Co. Ltd, MicroCor, Inc. and
Wescor Inc. effective September 7, 2004
Exhibit (99) Press Release of September 8, 2004 announcing the Joint
Development Agreement
Exhibit (99) Articles of Incorporation of MicroCor, Inc.
Exhibit (99) Bylaws of MicroCor, Inc.
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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.
INMEDICA DEVELOPMENT CORPORATION
(Registrant)
DATED: September 13, 2004 By: /s/ Ralph Henson
Ralph Henson, President
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EXHIBIT INDEX
INMEDICA DEVELOPMENT CORPORATION
FORM 8-K EXHIBITS
Exhibit (10) The Joint Development Agreement of InMedica Development
Corporation, Chi Lin Technology Co. Ltd, MicroCor, Inc. and
Wescor Inc. effective September 7, 2004
Exhibit (99) Press Release of September 8, 2004 announcing the Joint
Development Agreement
Exhibit (99) Articles of Incorporation of MicroCor, Inc.
Exhibit (99) Bylaws of MicroCor, Inc.
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