SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 31, 1996
SUMMIT MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-26390 41-1545493
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10900 Red Circle Drive, Minnetonka, Minnesota 55343
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 939-2200
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One Carlson Parkway, Minneapolis, Minnesota 55447
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, Summit Medical Systems, Inc. ("Summit") acquired
C. L. McIntosh & Associates, Inc. ("CLM") pursuant to an Agreement and
Plan of Merger among Summit, CLM Acquisition Corp., a wholly owned
subsidiary of Summit ("Merger Subsidiary") and CLM, under which Merger
Subsidiary was merged with and into CLM, with CLM as the surviving
corporation (the "Merger"). As a result of the Merger, CLM became a
wholly owned subsidiary of Summit. In connection with the Merger, 100
issued and outstanding shares of common stock of CLM were exchanged
for 976,453 shares of common stock of Summit ("Summit Common Stock").
The number of shares of Summit Common Stock issued in the Merger
equaled the quotient of $7,000,000 divided by the average of the
closing price per share of Summit Common Stock from the Nasdaq
National Market during the period of December 13, 1996 through
December 27, 1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements of CLM are not provided with this
initial report. These financial statements will be provided in an
amendment to this Current Report on Form 8-K within 60 days from
the date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information of CLM is not provided with
this initial report. The pro forma financial information will be
provided in an amendment to this Current Report on Form S-K
within 60 days from the date of this Current Report on Form 8-K.
(c) Exhibits
Exhibit No. Description
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2 Agreement and Plan of Merger by and among Summit
Medical Systems, Inc., CLM Acquisition Corp. and
C. L. McIntosh & Associates, Inc.
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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.
Date: January 13, 1997 SUMMIT MEDICAL SYSTEMS, INC.
/s/ ANTHONY W. REES
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Anthony W. Rees
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Item Page
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2 Agreement and Plan of Merger by and among Summit Medical
Systems, Inc., CLM Acquisition Corp. and C. L. McIntosh
& Associates, Inc.