SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
----
14a-6(e)(2)
-----------
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
-----------
LUMISYS INCORPORATED
(Name of the Registrant as Specified In Its Charter)
...............................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
----------- ----
1. Title of each class of securities to which transaction applies:
.........................................................
2. Aggregate number of securities to which transaction applies:
.........................................................
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
.........................................................
4. Proposed maximum aggregate value of transaction:
.........................................................
5. Total fee paid:
.........................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
----
0-11(a)(2) and identify the filing for which the offsetting fee was paid
- ----------
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
........................................................
2. Form, Schedule or Registration Statement No.:
........................................................
3. Filing Party:
........................................................
4. Date Filed:
........................................................
Kodak Media Contact: Lumisys Contacts:
Dawn S. Beck CFO: Dean MacIntosh
716/781-5856 (phone) 408/733-6565 (phone)
716/724-3726 (fax) Investor Relations: Linda Latman
dawn.beck@kodak.com (E-mail) The Equity Group, 212/836-9609
Kodak Expands Digital Portfolio with Acquisition of Lumisys, Inc.
AuntMinnie.com to Remain a Subsidiary of Lumisys
ROCHESTER, N.Y., Nov. 9Eastman Kodak Company and Lumisys, Inc. today announced
that Kodak has entered into an agreement to acquire Lumisys, Inc. (NASDAQ
National Market: LUMI), a leading provider of desktop computed radiography (CR)
systems and x-ray film digitizers. As part of the agreement, Kodak will also
acquire Lumisys' subsidiary, AuntMinnie.com, a popular radiology portal on the
worldwide web.
Under the terms of the agreement, Kodak will acquire all of the capital
stock of Lumisys in exchange for $4.05 per share, or approximately $39 million
in cash. "This acquisition is evidence of our commitment to be a leader in the
digital transformation of medical imaging," said J. Michael McQuade, president,
Health Imaging, and senior vice president, Eastman Kodak Company. "It
immediately expands our portfolio of digital capture products to include desktop
computed radiography offerings, and adds an impressive line of high-quality film
digitizers for those customers wanting to migrate film images to their digital
imaging system."
"We believe that this agreement serves the best interests of Lumisys," noted
Dr. Bala Manian, chairman and acting CEO of Lumisys, Inc. "Lumisys has made
great strides in developing novel, value-driven imaging technology; however, the
company has now reached the stage where the resources of a large company with
broad distribution are pivotal to its products' success. Customers will benefit
from the continued investment in technology that Kodak can make, as well as from
the world-class service and support for which Kodak is renowned."
Lumisys will become a subsidiary of Kodak; AuntMinnie.com will remain a
subsidiary of Lumisys. Kodak plans to integrate Lumisys' product line of desktop
CR systems and film digitizers
into the product portfolio marketed by its Health Imaging Division. The
agreement is subject to regulatory approvals and to approval by the Lumisys
stockholders.
Expands Digital Image Capture Portfolio
With the acquisition of Lumisys, Kodak will be able to market the desktop
ACR-2000 system, thereby enabling the company to supply solutions that meet
every digital capture requirement in projection radiography. The desktop CR
system rounds out the Kodak computed radiography portfolio which consists of two
other compact computed radiography systems: The Kodak DirectView CR 800 System
designed for distributed image processing, and the Kodak DirectView CR 900
System for centralized image processing. It also complements Kodak's digital
radiography (DR) systems that were announced in 1999. "We believe that with the
addition of the desktop CR system to our portfolio, Kodak will offer the
broadest set of choices for digital capture of projection radiography of any
supplier in the medical imaging market," said Richard F. Cimino, chief marketing
officer and vice president, Kodak's Health Imaging Division.
Enhances Kodak's Solutions for Medical Imaging
Kodak is committed to being the leader in providing a broad portfolio of
choices to meet the imaging needs of customerswherever they are on the analog-
to-digital technology continuum. The acquisition of the Lumiscan Film Digitizer
family will enhance Kodak's ability to provide a more complete set of choices to
customers as they transition to digital imaging. Using these digitizers, film
images in archives can be converted to digital images for viewing alongside
digital images. Digitizers are also used to implement teleradiology technology,
whereby film images acquired at remote locations are digitized and transmitted
for softcopy interpretation at centralized reading locations. Kodak's medical
imaging solutions include an extensive line of digital image and information
management products and services, comprising image capture, printing, PACS,
radiology information systems (RIS) and network services for developing and
maintaining a digital image and information infrastructure.
Commitment to Grow the AuntMinnie.com Portal
AuntMinnie.com, the award-winning radiology web portal started by Lumisys,
will remain a subsidiary of Lumisys. AuntMinnie.com is a premier online
information, transaction and education site for all individuals affiliated with
medical imaging. Rich in timely, original content and services, it is intended
to enhance the professional lives of its members through interaction,
participation, exchange and commerce. "Kodak recognizes the value this portal
offers medical imaging
customers, who view more than one million pages on the site each month," said
Dr. Phillip Berman, chief executive officer of AuntMinnie.com, who will remain
in his post. "Through support of its Lumisys subsidiary, Kodak is in a position
to provide the capital backing necessary to fulfill AuntMinnie.com's vision to
be the preeminent medical imaging e-health site on the Internet while, at the
same time, supporting the continued independence and objectivity of the
editorial content that has made this portal so popular."
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of
the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on the current expectations and beliefs of
management of Kodak and Lumisys and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction
to close due to the failure to obtain regulatory or other approvals; failure of
Lumisys stockholders to approve the merger; the risk that the Kodak and Lumisys
businesses will not be integrated successfully and anticipated costs of such
integration; failure of the combined company to retain and hire key executives,
technical personnel and other employees; failure of the combined company to
successfully manage its changing relationships with customers and suppliers; and
those risks detailed from time to time in Kodak's reports filed with the SEC,
including the report on Form 10-Q for the period ended September 30, 2000 and
Lumisys' reports filed with the SEC, including the report on Form 10-Q for the
period ended June 30, 2000.
Additional Information
Lumisys, Inc. will file a proxy statement describing the proposed merger
with the United States Securities and Exchange Commission (SEC). WE URGE
INVESTORS IN THE COMMON STOCK OF LUMISYS TO REVIEW THE PROXY STATEMENT AND OTHER
INFORMATION TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. These documents will be available without charge on the SEC's web
site at www.sec.gov or from the Chief Financial Officer at 225 Humboldt Court,
Sunnyvale, CA 94089 (telephone at 408/733-6565). INVESTORS SHOULD READ
THE PROXY STATEMENT CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
Lumisys and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Lumisys with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors will be included in Lumisys' Proxy
Statement for its Special Meeting of Stockholders to be filed with SEC. This
document will be available at the SEC website at http://www.sec.gov and from
Lumisys.
#
Editor's Note: For additional information about Kodak products for health
imaging, visit Kodak's web site on the Internet at:
http://www.kodak.com/go/health.
- ------------------------------
(Note: Kodak and DirectView are trademarks of Eastman Kodak Company.)
2000