-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LWhqRbnVe2CbvdVE3Fm4v8jCB9wrDZJ1ECIZARTqdf+dh7yT1Oacfdjjlodn5x9M ApgFHwZj50kmga1KSz0sOg== 0000927016-02-003551.txt : 20020703 0000927016-02-003551.hdr.sgml : 20020703 20020703122306 ACCESSION NUMBER: 0000927016-02-003551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020620 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONTRA MEDICAL CORP CENTRAL INDEX KEY: 0001031927 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411649949 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23017 FILM NUMBER: 02695984 BUSINESS ADDRESS: STREET 1: 58 CHARLES STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6174945337 MAIL ADDRESS: STREET 1: 58 CHARLES STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIPHONE INC DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC /MN/ DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: SONTRA MEDICAL CORP DATE OF NAME CHANGE: 20020701 FORMER COMPANY: FORMER CONFORMED NAME: CHOICETEL COMMUNICATIONS INC/MN/ DATE OF NAME CHANGE: 20020701 8-K 1 d8k.txt FORM 8-K DATED 06/20/02 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): June 20, 2002 ------------- SONTRA MEDICAL CORPORATION ----------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Minnesota ----------------------------------- (State or Other Jurisdiction of Incorporation) 0-230 17 41-1649949 ----------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 58 Charles Street, Cambridge, Massachusetts 02141 ------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 494-4337 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective June 20, 2002, pursuant to an Agreement and Plan of Reorganization, dated as of February 27, 2002, as amended as of May 14, 2002, (the "Merger Agreement"), by and among ChoiceTel Communications, Inc. (the "Company"), CC Merger Corp., a wholly owned subsidiary of the Company ("Sub"), and Sontra Medical, Inc. ("Sontra"), Sub merged with and into Sontra (the "Merger"), with Sontra as the surviving company. Following the Merger, the Company changed its corporate name to Sontra Medical Corporation and began operating in Sontra's line of business. Promptly after the effective time of the Merger, the Company will issue an aggregate of approximately 6,210,289 shares of its common stock in exchange for all of the outstanding shares of capital stock of Sontra, resulting in the shareholders of Sontra owning an aggregate of approximately 67% of the outstanding common stock of the Company and the existing shareholders of the Company owning an aggregate of approximately 33% of the outstanding common stock of the Company. Pursuant to the terms of the Merger Agreement, each outstanding share of Sontra capital stock converted into the right to receive 0.1927 shares of common stock of the Company. Each holder of Sontra capital stock who is otherwise entitled to a fraction of a share of Company common stock will receive cash in lieu thereof. Outstanding options to purchase stock of Sontra were also converted into the right to purchase Company common stock based upon the exchange ratio set forth above. In connection with the Merger, the composition of the board of directors of the Company was changed to consist of eight directors, six of whom were selected by Sontra. The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to such agreement and the press release of the Company issued on June 24, 2002, copies of which are filed herewith as Exhibits 2.1 and 99.1, respectively, and each of such exhibits is hereby incorporated herein by reference. Any statements contained in the press release that are not historical facts are forward-looking statements. In particular, statements using the words "will," "plans," "expects," "believes," "anticipates," or like terms are by their nature predictions based upon current plans, expectations, estimates, and that could significantly affect outcomes, which may differ materially from the forward-looking statements. Specific risks applicable to such forward-looking statements include risks associated with the failure to conclude any proposed agreement and/or changing conditions in the marketplace. Other risks and uncertainties associated with the business of the Company may be reviewed in its public filing on Form S-4/A. Those documents are publicly on file with the U.S. Securities and Exchange Commission (the "Commission"). ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Prior to the Merger, the Company's independent accountant was Schechter Dokken Kanter Andrews & Selcer Ltd. ("Schechter") and Sontra's independent accountant was Arthur Andersen LLP ("Andersen"). Because the Merger is being accounted for as a recapitalization under generally accepted accounting principles, the financial statements of Sontra, which have been previously audited by Andersen, will constitute the financial statements of the 1 Company beginning as of the consummation of the Merger on June 20, 2002. Therefore, the Company has decided to continue the engagement of Andersen as its independent accountants following the consummation of the Merger and, accordingly, Schechter was dismissed as the Company's independent accountant. The reports of Schechter on the Company's financial statements for the fiscal years ended December 31, 2000 and 2001 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. The decision to change accountants from Schechter to Andersen was approved by the board of directors of the Company. During the Company's fiscal years ended December 31, 2000 and December 31, 2001 and through the subsequent interim period to June 20, 2002, the Company did not have any disagreement with Schechter on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Schechter's satisfaction, would have caused Schechter to make reference to the subject matter of the disagreement in connection with its report. During that time, there were no "reportable events" as set forth in Item 304(a)(1)(i-iv) of Regulation S-B ("Regulation S-B") adopted by the Commission. Schechter has been the Company's independent accountant since 1990 and the Company has regularly consulted Schechter since that time and up to the consummation of the Merger. The Company has not consulted Andersen during the Company's last two fiscal years and through the interim period to June 20, 2002 regarding any of the matters specified in Item 304(a)(2) of Regulation S-B. The Company has provided Schechter with a copy of this Form 8-K prior to its filing with the Commission. Schechter has provided a letter to the Company, dated July 3, 2002 and addressed to the Commission, which is attached hereto as Exhibit 16 and is hereby incorporated herein by reference. ITEM 5. OTHER EVENTS The Nasdaq SmallCap Market has informed the Company that the consummation of the Merger constituted a reverse merger under Nasdaq Marketplace Rule 4330(f) and, therefore, the Company, upon the consummation of the Merger, would be required to meet the initial listing requirements of the Nasdaq SmallCap Market, rather than the Nasdaq SmallCap Market's continued listing requirements. Accordingly, on June 24, 2002, the Company was notified by the Nasdaq SmallCap Market that it failed to comply with certain initial listing requirements and that, as a result, its common stock is subject to delisting from the Nasdaq SmallCap Market, as described in the press release filed as Exhibit 99.2 to this Current Report on Form 8-K, such press release being incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. 2 The required financial statements are incorporated by reference from the Company's Registration Statement on Form S-4/A (File No. 333-86814) filed with the Securities and Exchange Commission on May 16, 2002. (b) Pro Forma Financial Information. In accordance with Article 11 of Regulation S-X, because the Merger was treated as a recapitalization for accounting purposes under GAAP, the Company is not required to file pro forma financial statements in connection with the Merger. However, in connection with the preparation of the Company's initial listing application for publicly traded securities on the Nasdaq SmallCap Market, the Company is filing its Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2002, reflecting the transaction described in this report. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. (c) Exhibits 2.1 Agreement and Plan of Reorganization, dated as of February 27, 2002, as amended as of May 14, 2002, by and among ChoiceTel Communications, Inc., CC Merger Corp., a wholly owned subsidiary of ChoiceTel, and Sontra Medical, Inc. (incorporated herein by reference to Annex A on the Registration Statement on Form S-4/A as filed by ChoiceTel Communications, Inc. on May 16, 2002). 16 Letter dated July 3, 2002 from Schechter Dokken Kanter Andrews & Selcer Ltd. to Securities and Exchange Commission. 99.1 Press release issued by the Company on June 24, 2002. 99.2 Press release issued by the Company on June 28, 2002. 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2002. 3 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 hereunto duly authorized. Sontra Medical Corporation July 3, 2002 By: /s/ Sean Moran -------------------------- Sean Moran Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Reorganization, dated as of February 27, 2002, as amended as of May 14, 2002, by and among ChoiceTel Communications, Inc., CC Merger Corp., a wholly owned subsidiary of ChoiceTel, and Sontra Medical, Inc. (incorporated herein by reference to Annex A on the Registration Statement on FormS-4/A as filed by ChoiceTel Communications, Inc. on May 16, 2002). 16 Letter dated July 3, 2002 from Schechter Dokken Kanter Andrews & Selcer Ltd. to Securities and Exchange Commission. 99.1 Press release issued by the Company on June 24, 2002. 99.2 Press release issued by the Company on June 28, 2002. 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2002. EX-16 3 dex16.txt EXHIBIT 16 - AGREEMENT - SCHECHTER, DOKKEN ET. AL. Exhibit 16 July 3, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Sontra Medical Corporation We have read the statements that we understand Sontra Medical Corporation will include under Item 4 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4. Yours truly, /s/ Schechter, Dokken, Kanter, Andrews & Selcer Ltd. cc: Mr. Thomas Davison Chief Executive Officer Sontra Medical Corporation EX-99.1 4 dex991.txt EXHIBIT 99.1 - PRESS RELEASE DATED 06/24/02 Exhibit 99.1 SOURCE: ChoiceTel Communications ChoiceTel Communications Completes Merger With Sontra Medical and Changes its Name to Sontra Medical Corporation MINNEAPOLIS and CAMBRIDGE, Mass., June 24 /PRNewswire-FirstCall/ -- ChoiceTel Communications, Inc. (Nasdaq: PHON - News) announced today that it has completed its merger with Sontra Medical, Inc., a development stage medical device company engaged in the research and development of transdermal diagnostic and drug delivery products. In connection with the merger, ChoiceTel Communications has changed its name to Sontra Medical Corporation and has begun operating in Sontra Medical's line of business. Its stock will now trade under NASDAQ ticker symbol "SONT." Prior to the consummation of the merger, ChoiceTel Communications was able to increase its net worth, in part by selling its Puerto Rican assets and by settling some disputes favorably. Accordingly, based on the adjusted exchange ratio in the merger agreement, Sontra Medical stockholders are entitled to receive 0.1927 shares of ChoiceTel Communications' common stock for each share of Sontra common stock they own. ChoiceTel Communications expects to issue approximately 6.2 million shares of its common stock to the stockholders of Sontra Medical, representing approximately 67% of the outstanding shares of ChoiceTel Communications' common stock following the merger. ChoiceTel Communications announced the signing of the definitive merger agreement on February 28, 2002. Gary S. Kohler, founder and Chairman of ChoiceTel Communications, commented, "We are pleased that the net worth of ChoiceTel was greater than we originally anticipated, resulting in more cash for the combined entity. We are also pleased to have completed this merger ahead of schedule. We believe the business model and solid management of Sontra Medical create greater shareholder value than ChoiceTel could achieve without this transaction." James McNab, founder and Chairman of Sontra Medical, noted that "The completion of this transaction provides Sontra with the capital resources it needs to continue the development of our ultrasound technology and achieve our vision of transdermal diagnosis and drug delivery without needles." About Sontra Medical, Inc. Sontra Medical, Inc., which is based in Cambridge, Massachusetts, is a development stage medical device company engaged in the research and development of transdermal diagnostic products, including transdermal transport of interstitial fluid for diagnostic purposes. Sontra also is developing technology for the transdermal delivery of therapeutics and topical components for pharmaceutical and cosmetic applications. Sontra believes that its ultrasound-mediated skin permeation technology will provide a platform for the development of products that offer less painful and more convenient alternatives to blood tests and needle-free delivery of biopharmaceutical drugs, thereby improving patient compliance to therapy, improving their quality-of-life, and reducing health care costs. Safe Harbor Statement This press release contains forward-looking statements, express and implied, that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Such risks and uncertainties include, among others, dependence on key personnel and proprietary technology, uncertainty of product development efforts, risks associated with the product regulatory approval processes, and the risk that the conditions to the merger contained in the merger agreement will not be satisfied and the merger will not be completed. Additional information on these and other factors that may cause actual results and performance to differ materially is included in the joint proxy statement/prospectus contained in ChoiceTel's Registration Statement on Form S-4/A (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on May 16, 2002, and in ChoiceTel's periodic and current reports filed with the SEC, including but not limited to ChoiceTel's Form 10-K for the year ended December 31, 2001 and in ChoiceTel's Form 10-Q for the quarter ended March 31, 2002. Copies of such documents may be obtained by contacting ChoiceTel, Sontra or the SEC. ChoiceTel and Sontra caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. ChoiceTel and Sontra disclaim any obligation to publicly update or revise any such statements to reflect any change in ChoiceTel's and Sontra's expectations or events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. SOURCE: ChoiceTel Communications EX-99.2 5 dex992.txt EXHIBIT 99.2 - PRESS RELEASE DATED 06/28/02 Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Sean Moran, CFO Sontra Medical Corporation Telephone: 617-494-5337 Sontra Medical Corporation Appeals Nasdaq Initial Findings Cambridge, Mass.---June 28, 2002--Sontra Medical Corporation (Nasdaq SmallCap: SONT), a development stage medical device company engaged in the research and development of transdermal diagnostic and drug delivery products, announced today that it received a notification from Nasdaq on June 24, 2002 that the Company's common stock failed to comply with the $4.00 minimum bid price requirement and the $5,000,000 shareholders' equity requirement for initial listing and that, as a result, its common stock is subject to delisting from the Nasdaq SmallCap Market. Although the Company is currently in compliance with the continued listing standards of the Nasdaq SmallCap Market, the Nasdaq staff determined that the consummation of the merger, announced on June 24, 2002, between the Company (formerly ChoiceTel Communications, Inc.) and Sontra Medical, Inc. constituted a reverse merger under Marketplace Rule 4330(f) and, therefore, the post-transaction company would be required to meet the more stringent initial listing requirements of the Nasdaq SmallCap Market. The Company has requested an oral hearing with the Nasdaq Listing Qualifications Panel and its common stock will continue to trade on the Nasdaq SmallCap Market pending the outcome of the hearing. The closing price of the Company's common stock on the Nasdaq SmallCap Market on June 27, 2002 was $4.17 per share, though there can be no assurance that the panel will grant the Company's request for continued listing. In the event that the Company's shares of common stock are delisted from the Nasdaq SmallCap Market, the Company would apply to list its common stock on OTC Bulletin Board or another quotation system or exchange on which the Company would qualify. Thomas W. Davison, Sontra's chief executive officer and president, stated "We are taking actions to rectify this situation and we intend to pursue and implement a plan to meet these requirements in the future. Although there can be no guarantee that we will persuade Nasdaq, we are looking forward to the hearing at which time we hope to end the current delisting proceedings initiated against the Company." About Sontra Medical Corporation (www.sontra.com) On June 24, 2002, ChoiceTel Communications, Inc. announced the consummation of its merger with Sontra Medical, Inc. As a result of the merger, ChoiceTel Communications changed its name to Sontra Medical Corporation and began operating in Sontra's line of business. Sontra Medical Corporation is a development stage life sciences company engaged in the research and development of transdermal diagnostic products, including transdermal transport of interstitial fluid for diagnostic purposes. Sontra also is developing technology for the transdermal delivery of therapeutics and topical components for pharmaceutical and cosmetics applications. Sontra believes that its ultrasound-mediated skin permeation technology will provide a platform for the development of products that offer less painful and more convenient alternatives to blood tests and needle-free delivery of biopharmaceutical drugs, thereby improving patient compliance to therapy, improving their quality-of-life, and reducing health care costs. Safe Harbor Statement This press release contains forward-looking statements, express and implied, that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Such risks and uncertainties include, among others, dependence on key personnel and proprietary technology, uncertainty of product development efforts, risks associated with the product regulatory approval processes, and the risk that the Company's common stock will be delisted from the Nasdaq SmallCap Market. Additional information on these and other factors that may cause actual results and performance to differ materially is included in the joint proxy statement/prospectus contained in the Company's Registration Statement on Form S-4/A (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on May 16, 2002, and in the Company's periodic and current reports filed with the SEC. Copies of such documents may be obtained by contacting the Company or the SEC. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in its expectations or events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. EX-99.3 6 dex993.txt EXHIBIT 99.3 - UNAUDITED BALANCE SHEET Exhibit 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheet Sontra Medical Corporation as of May 31, 2002
05/31/01 05/31/01 Pro Forma Choicetel Sontra Combined (audited) (unaudited) (unaudited) ------------- ------------ ----------- Current Assets 4,995,549 138,990 (77,458) a 800,000 c 5,857,081 Property and equipment 868 214,498 215,366 Restricted cash 850,000 (800,000) c 50,000 Other assets 31,675 31,675 Deferred financing costs 299,742 (299,742) - ---------------------------------------------------------------------------------------------------------------- Total assets 5,846,417 684,904 (377,200) - 6,154,121 ================================================================================================================ - Current liabilities 153,486 400,854 297,800 a 852,140 Convertible preferred stock 11,495,871 (11,495,871) b - Shareholder equity 5,692,931 (11,211,821) (675,000) a 11,495,871 b 5,301,981 - ---------------------------------------------------------------------------------------------------------------- Total liabilities and equity 5,846,417 684,904 (377,200) - 6,154,121 ================================================================================================================
Adjustments: a Reflects the recognition of deferred transaction expenses related to the merger (e.g. legal, accounting, etc.) b Relects the conversion of all preferred stock into shares of common stock which will occur prior to the closing of the merger. c Reflects the release of escrowed funds as provided in the merger agreement. -----END PRIVACY-ENHANCED MESSAGE-----