SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
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.
----------------------------
(Exact name of registrant as specified in its charter)
Minnesota 0-26390 41-1545493
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10900 Red Circle Drive, Minnetonka, Minnesota 55343
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 939-2200
--------------------
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 (previously
filed on March 14, 1997, as an amendment to the registrant's
Current Report on Form 8-K, dated December 31, 1996, and included
herein for convenience of reference only).
The audited financial statements of CLM for the fiscal year ended
December 31, 1995 (previously filed on March 14, 1997, as an
amendment to the registrant's Current Report on Form 8-K, dated
December 31, 1996, and included herein for convenience of
reference only).
Unaudited financial statements of CLM including statements of
financial position as of September 30, 1996, and statements of
operations and cash flows for the nine months ended September 30,
1996 and 1995.
(b) Pro Forma Condensed Financial Information
Unaudited pro forma condensed results of operations of Summit for
the year ended December 31, 1995 and the nine months ended
September 30, 1996 as if the acquisition had been completed at the
beginning of the respective periods.
Unaudited pro forma condensed statement of financial position of
Summit as if the acquisition had occurred on September 30, 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.
99.2 Unaudited financial statements of Filed herewith
CLM including statements of financial
position as of September 30, 1996
and statements of operations and cash
flows for the nine months ended
September 30, 1996 and 1995.
99.3 Unaudited pro forma condensed results Filed herewith
of operations of Summit for the
year ended December 31, 1995 and nine
months ended September 30, 1996
as if the acquisition had been
completed at the beginning of the
respective periods.
Unaudited pro forma condensed statement
of financial position of Summit as if
the acquisition had occurred on
September 30, 1996.
(1) Incorporated by reference to the Registrants's Current Report on Form 8-K,
dated December 31, 1996.
-2-
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: April 22, 1997 SUMMIT MEDICAL SYSTEMS, INC.
/s/ Kevin R. Green
-------------------------------------
Kevin R. Green
President and Chief Executive Officer
-3-
INDEX TO EXHIBITS
Exhibit
Number Item
2 Agreement and Plan of Merger by and among *
Summit Medical Systems, Inc., CLM Acquisition
Corp. and C.L. McIntosh & Associates, Inc.
23.1 Consent of Ernst & Young LLP.
99.1 Audited Financial Statements of C.L. McIntosh
& Associates, Inc. for the fiscal year ended
December 31, 1995.
99.2 Unaudited financial statements of CLM including
statements of financial position as of September
30, 1996 and statements of operations and cash
flows for the nine months ended September 30,
1996 and 1995.
99.3 Unaudited pro forma condensed results of operations
of Summit for the year ended December 31, 1995
and nine months ended September 30, 1996 as
if the acquisition had been completed at the
beginning of the respective periods.
Unaudited pro forma condensed statement of financial
position of Summit as if the acquisition had occurred
on September 30, 1996.
* Incorporated by reference to the Registrants's Current Report
on Form 8-K, dated December 31, 1996.
-4-