SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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The undersigned registrant hereby amends its Current Report on Form 8-
K, for an event which occurred on December 31, 1996.
Item 2. Acquisition or Disposition of Assets.
This item has not been amended from the registrant's Current Report on
Form 8-K, dated December 31, 1996 and has been included herein for
convenience of reference only.
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
Report of Independent Auditors, dated December 5, 1996, except for
Note 7, as to which the date is December 31, 1996.
The audited financial statements of CLM for the fiscal year ended
December 31, 1995.
(b) Pro Forma Financial Information
The pro forma financial information of Summit is not provided in
this amendment. As previously announced by Summit, Summit and its
independent auditors are in the process of determining the extent
to which Summit is required to restate its financial statements
for the years ended 1994 and 1995. Until such review and any
restatement to Summit's financial statements is completed in
connection with the filing of Summit's Annual Report on Form 10-K
for 1996, Summit is unable to file the pro forma financial
information. Summit intends to file, an amendment to this
Current Report, including such pro forma financial information, as
soon as practicable after filing of Summit's Form 10-K for 1996.
(c) Exhibits
Exhibit No. Description Method
of Filing
2 Agreement and Plan of Merger (1)
by and among Summit Medical
Systems, Inc., CLM Acquisition
Corp. and C.L. McIntosh &
Associates, Inc.
23.1 Consent of Ernst & Young LLP. Filed herewith
99.1 Audited Financial Statements of Filed herewith
C.L. McIntosh & Associates, Inc.
for the fiscal year ended
December 31, 1995.
(1) Incorporated by reference to the Registrants's Current Report on Form 8-K,
dated December 31, 1996.
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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: March 14, 1997 SUMMIT MEDICAL SYSTEMS, INC.
/s/ Kevin R. Green
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Kevin R. Green
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Item Page
2 Agreement and Plan of Merger by and among (1)
Summit Medical Systems, Inc., CLM Acquisition
Corp. and C.L. McIntosh & Associates, Inc.
23.1 Consent of Ernst & Young LLP. (5)
99.1 Audited Financial Statements of C.L. McIntosh (6)
& Associates, Inc. for the fiscal year ended
December 31, 1995.
(1) Incorporated by reference to the Registrants's Current Report
on Form 8-K, dated December 31, 1996.
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