-----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, IkaTscJzPVO0BZvU1uWka1jKhd5u7yT8R8dQfA10fObBAz/h6trepR9up1yuwhrf 64p8IdxDC0VH9Pygr3Mlgw== 0000950134-04-003050.txt : 20040308 0000950134-04-003050.hdr.sgml : 20040308 20040308090004 ACCESSION NUMBER: 0000950134-04-003050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040305 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED NEUROMODULATION SYSTEMS INC CENTRAL INDEX KEY: 0000351721 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 751646002 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10521 FILM NUMBER: 04653576 BUSINESS ADDRESS: STREET 1: 6501 WINDCREST DRIVE SUITE 100 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9723098000 MAIL ADDRESS: STREET 1: 6501 WINDCREST DRIVE SUITE 100 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: QUEST MEDICAL INC DATE OF NAME CHANGE: 19920703 8-K 1 d13280e8vk.htm FORM 8-K e8vk
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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):
March 8, 2004 (March 5, 2004)


ADVANCED NEUROMODULATION SYSTEMS, INC.

Incorporated pursuant to the Laws of the State of Texas

Commission file number 0-10521


Internal Revenue Service — Employer Identification No. 75-1646002

6501 Windcrest Drive, Plano, Texas 75024

(972) 309-8000





Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Signatures
INDEX TO EXHIBITS
Press Release


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Item 5. Other Events.

On March 5, 2004, we entered into an agreement to acquire certain assets of microHelix, Inc.’s cable and wire division, which is operated out of Portland, Oregon, for approximately $2 million in cash and assumed liabilities. The transaction is subject to customary terms and conditions, including shareholder approval by microHelix’s shareholders. We expect to complete the transaction in April 2004. For additional information, see the press release attached hereto as Exhibit 99.1.

This press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     
(c)
  Exhibits
 
   
99.1
  Press Release dated March 8, 2004 (This press release shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act).


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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.
         
  ADVANCED NEUROMODULATION SYSTEMS, INC.
 
 
  By:   /s/ F. ROBERT MERRILL III    
Date: March 8, 2004    F. Robert Merrill III   
    Executive Vice President, Finance Chief Financial Officer and Treasurer   
 


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INDEX TO EXHIBITS

         
Exhibit    
Number
  Description
99.1
  Press Release dated March 8, 2004 (This press release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act)

4

EX-99.1 3 d13280exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

ANS Agency Contact:   ANS Contact:
Neil Berkman Associates
(310) 277-5162
info@BerkmanAssociates.com
  Chris Chavez, President & CEO
(972) 309-8000
www.ANS-medical.com

 
 
 
     
  microHelix Contact:
  Ty Pettit, President & CEO
Terry Rixford, Chief Financial Officer
(503) 968-1600

Advanced Neuromodulation Systems, Inc. to Acquire
Cable and Wire Division Assets from microHelix, Inc.

     DALLAS, TEXAS and PORTLAND, OREGON, March 8, 2004 — Advanced Neuromodulation Systems, Inc. (ANS)(NASDAQ:ANSI) and microHelix, Inc. (microHelix)(NASDAQ OTC: MHLX) announced today that ANS has agreed to acquire certain assets of microHelix’s Cable and Wire Division, which is operated out of Portland, Oregon, for approximately $2 million in cash and assumed liabilities.

     microHelix currently supplies coated fine wire, antennas, and certain other products to ANS and its wholly-owned subsidiary, Hi-Tronics Designs, Inc. ANS said that the acquisition represents a vertical integration of an important component supplier and provides ANS with additional engineering resources and intellectual property for the design and development of new products.

     microHelix believes the sale of the Cable and Wire Division assets will generate sufficient cash to reduce debt and to provide working capital to allow it to successfully grow its Ultrasound Division. Following the closing of the transaction, microHelix will continue to operate its Ultrasound Division from its facilities in Tucson, Arizona, Nogales, Mexico and State College, Pennsylvania.

     The transaction is subject to customary terms and conditions, including shareholder approval by microHelix’s shareholders. microHelix’s Board of Directors has approved the transaction and will submit the transaction to its shareholders for approval. ANS and microHelix expect to complete the transaction in April 2004.


 

About Advanced Neuromodulation Systems, Inc.

     Advanced Neuromodulation Systems designs, develops, manufactures and markets implantable systems used to manage chronic intractable pain and other disorders of the central nervous system. Forbes magazine recently recognized ANS as one of America’s 200 Best Small Companies, and Fortune magazine recently recognized ANS as one of Fortune’s Top 100 Fastest-Growing Small Companies in the United States. Frost & Sullivan, an international strategic market research firm, also recently presented ANS with its Product Innovation Award, recognizing ANS as the technology innovation leader in the neurostimulation market and ANS’ Genesis® Implantable Pulse Generator system as the most advanced fully implantable spinal cord stimulator on the market. Additional information is available at www.ANS-medical.com.

About microHelix, Inc.

     microHelix, Inc. is a leading designer, manufacturer and marketer of customized electronic interconnect systems for the medical and commercial markets. In its Cable and Wire Division, headquartered in Portland, Oregon, it manufactures and markets coated wire, custom cable and other products for a number of applications. In its Ultrasound Division, microHelix designs and manufactures ultrasound cable assemblies for original equipment manufacturers that are used in applications such as medical ultrasound probes, patient monitoring devices and heads up displays. microHelix is also developing its own line of replacement ultrasound probes for sale to OEMs, distributors and end-users.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995:

     Statements contained in this document that are not based on historical facts are “forward-looking statements.” Terms such as “plan,” “should,” “would,” “anticipate,” “believe,” “intend,” “estimate,” “expect,” “predict,” and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to the receipt of shareholder approval from microHelix’ shareholders and the satisfaction of other closing conditions, the risks inherent in the integration of acquired businesses, products and technologies, and other risks detailed from time to time in the SEC filings made by ANS and microHelix. Consequently, anticipated results could differ materially from those forecast in forward-looking statements. Such forward-looking statements speak only as of the date on which they are made and neither ANS nor microHelix undertakes any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

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