SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of Report (Date of earliest event reported): February 10, 2005 (January 27,
2004)
INTERMAGNETICS GENERAL CORPORATION
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(Exact Name of Registrant Specified in Charter)
Delaware 001-11344 14-1537454
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Old Niskayuna Road, P.O. Box 461,
Latham, New York 12110-0461
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (518) 782-1122
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
This Amendment No. 2 (the "Amendment") amends and supplements the Form 8-K
(the "Form 8-K") filed on February 10, 2004 and the 8-K/A Amendment No. 1 filed
on April 12, 2004 by Intermagnetics General Corporation, a Delaware corporation
("Intermagnetics"), in connection with the completion by Intermagnetics of the
cash tender offer for Invivo Corporation ("Invivo") and the subsequent merger of
Invivo into Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a
wholly owned subsidiary of Intermagnetics formed solely for the purpose of
acquiring Invivo shares. By this Amendment, Intermagnetics is filing the
unaudited condensed consolidated financial statements and the related footnotes
of Invivo Corp as of and for the six months ended December 31, 2003 as required
by Item 9.01(a) which were omitted from the 8-K/A filed with the Securities and
Exchange Commission on April 12, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Intermagnetics incorporates by reference (i) the unaudited
consolidated financial statements of Invivo for the six months ended December
31, 2002, including the notes therein, contained in the section entitled
"Financial Information" of the Form 10-Q filed by Invivo on February 14, 2003
and (ii) the audited consolidated financial statements for the year ended June
30, 2003, including the auditor's report and notes included therein, contained
in the section entitled "Financial Statements and Supplementary Data" of the
Form 10-K/A filed by Invivo on November 10, 2003. The unaudited consolidated
financial statements and related footnotes of Invivo as of and for the six
months ended December 31, 2003 are included as Exhibit 99.1 hereto.
(b) Intermagnetics incorporates by reference the Unaudited Pro Forma
Consolidated Income Statement of Intermagnetics, MRID and Invivo for the fiscal
year ended May 30, 2004 which is contained as Exhibit 99.2 on Form 8-K/A
Amendment No.2 as filed by Intermagnetics General Corporation with the
Securities and Exchange Commission on February 9, 2005.
(c) Exhibits
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Exhibit No. Description
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23.1 Consent of KPMG, LLP
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99.1 Unaudited Condensed Consolidated Financial Statements and related
footnotes of Invivo Corp as of and for the six months ended
December 31, 2003.
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99.2* Unaudited consolidated financial statements of Invivo Corp. for
the six months ended December 31, 2002 including the notes
therein.
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99.3** Audited consolidated financial statements for the year ended June
30, 2003, including the auditor's report and notes included
therein.
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99.4*** Unaudited Pro Forma Consolidated Income Statement of
Intermagnetics, MRID and Invivo for the fiscal year ended May 30,
2004
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* - Exhibit incorporated herein by reference contained in the section
entitled "Financial Information" of the Form 10-Q filed by Invivo Corp.
on February 14, 2003
** - Exhibit incorporated herein by reference in the section entitled
"Financial Statements and Supplementary Data" of the Form 10-K/A filed
by Invivo on November 10, 2003
*** - Exhibit incorporated herein by reference as Exhibit 99.2 on Form
8-K/A Amendment No.2 as filed by Intermagnetics General Corporation
with the Securities and Exchange Commission on February 9, 2005.
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, thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Date: February 10, 2005 By: /s/ Michael K. Burke
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Michael K. Burke
Executive Vice President
and Chief Financial Officer