UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 3, 1999
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CardioDynamics International Corporation
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(Exact name of registrant as specified in its charter)
California 0-11868 95-3533362
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number.)
6175 Nancy Ridge Drive, Suite 300, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 535-0202
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n/a
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On December 3, 1999, CardioDynamics International Corporation, manufacturer of
BioZ(R) noninvasive digital cardiac output monitoring systems, completed a $3.3
million private placement of common stock to institutional investors, providing
the Company with capital to fund research and development of an Internet-based
medical product family and continue its domestic and international sales
expansion. A six percent placement agent fee was paid to ING Baring LLC related
to the transaction.
Participants of the private placement include Veritas Societe Generale, the
Company's second largest institutional shareholder, and three additional
European institutional investors. The investors purchased the unregistered
common stock with a four-month holding restriction at $2.50 per share which
represented a 9% discount to the 30-day average closing bid price on December 3,
1999.
Note: Except for the historical and factual information contained herein, this
filing contains forward-looking statements, the accuracy of which are
necessarily subject to uncertainties and risks, which include sole dependence on
the BioZ product line, a lack of general acceptance within the medical community
of TEB-based monitors, competition from Baxter Healthcare Corp. (manufacturer of
the Swan-Ganz(TM) device), further capital requirements, and various
uncertainties characteristic of companies just emerging from the development
stage; as well as other risks detailed in the Company's filings with the SEC,
including its 1998 Form 10-KSB. The Company does not undertake to update the
disclosures contained in this filing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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99.1 Form of Common Stock Subscription Agreement dated December 3, 1999
SIGNATURE
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.
CardioDynamics
International Corporation
By: /s/ Michael K. Perry
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Michael K. Perry
Chief Executive Officer
Date: December 15, 1999
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