0000899243-16-010659.txt : 20160104 0000899243-16-010659.hdr.sgml : 20160104 20160104175046 ACCESSION NUMBER: 0000899243-16-010659 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20151230 FILED AS OF DATE: 20160104 DATE AS OF CHANGE: 20160104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEOGENOMICS INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 742897368 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 BUSINESS PHONE: 9419231949 MAIL ADDRESS: STREET 1: 12701 COMMONWEALTH DRIVE STREET 2: SUITE 9 CITY: FORT MYERS STATE: FL ZIP: 33913 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC DATE OF NAME CHANGE: 19990120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GE Medical Systems Information Technologies, Inc. CENTRAL INDEX KEY: 0001662667 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 161319473 BUSINESS ADDRESS: STREET 1: 8200 WEST TOWER AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: (414)721-4265 MAIL ADDRESS: STREET 1: 8200 WEST TOWER AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35756 FILM NUMBER: 161319474 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-12-30 0 0001077183 NEOGENOMICS INC NEO 0000040545 GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD CT 06828-0001 0 0 1 0 0001662667 GE Medical Systems Information Technologies, Inc. 8200 WEST TOWER AVENUE MILWAUKEE WI 53223 0 0 1 0 Common Stock 15000000 I See footnotes Series A Convertible Preferred Stock Common Stock I See footnotes On December 30, 2015, GE Medical Holding AB, a private limited company (privat aktiebolag) organized under the laws of the Kingdom of Sweden (Reg. No. 556648-9315), completed the sale to NeoGenomics, Inc., a Nevada corporation ("NeoGenomics"), of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Clarient, Inc. in exchange for cash consideration and 15,000,000 shares of common stock, par value $0.001 per share ("Common Stock") of NeoGenomics, and (iii) 14,666,667 shares of Series A convertible preferred stock, par value $0.001 per share ("Preferred Stock") of NeoGenomics (collectively, the "Transaction"). The Common Stock and Preferred Stock acquired pursuant to the Transaction were issued to GE Medical Systems Information Technologies, Inc., a Wisconsin corporation ("GE InfoTech"), the parent company of GE Medical Holding AB and a wholly owned subsidiary of General Electric Company, a New York corporation ("General Electric"). (Continued from Footnote 1) General Electric disclaims beneficial ownership of the Common Stock and the Preferred Stock held by GE InfoTech except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of NeoGenomics, Inc. for purposes of Section 16 or any other purpose. At any time after December 30, 2018, to the extent that the volume weighted average price of the Common Stock equals or exceeds $8.00 per share, as adjusted for standard anti-dilution adjustments, for 30 consecutive trading days, GE InfoTech will be entitled to convert all or any of its Preferred Stock into Common Stock in accordance with the terms of the Preferred Stock. In addition, if any Preferred Stock remains issued and outstanding on December 30, 2025, such Preferred Stock will automatically convert into Common Stock pursuant to the terms of the Preferred Stock. Based on the conversion price and the liquidation preference of the Preferred Stock in effect on the date of this filing, 14,666,667 shares of Common Stock could have been issued had the Preferred Stock been convertible, and converted in full, on the date of this filing. (Continued from Footnote 3) Based on the initial conversion price and assuming that all paid-in-kind dividends ("PIK Dividends") are paid pursuant to the terms of the Preferred Stock, it is expected that 10,775,454 additional shares of Common Stock will be issued if all of the shares of Preferred Stock remain outstanding through December 30, 2025 and are converted in full on such date. Commencing on December 31, 2016 and ending on the date all of the Preferred Stock has converted into Common Stock, PIK Dividends on each share of Preferred Stock will accrue quarterly in arrears on the last day of each March, June, September and December, and in kind in an amount of shares of Preferred Stock equal to (i) the product of a specified PIK Dividend rate, multiplied by the then-effective liquidation preference ($7.50 per share, plus all declared and unpaid dividends thereon, including all accrued and unpaid PIK Dividends, in each case, as adjusted for standard anti-dilution adjustments, with respect to such shares), divided by (ii) four. As of the date of this filing, the aggregate liquidation preference of the Preferred Stock is $7.50 per share multiplied by 14,666,667 shares of Preferred Stock, or $110.0 million. Exhibit List Exhibit 24.1 - Power of Attorney (General Electric Company) Exhibit 24.2 - Power of Attorney (GE Medical Systems Information Technologies, Inc.) Exhibit 99.1 - Joint Filer Information, is incorporated herein by reference. /s/ Raul Grable, Attorney-in-Fact for General Electric Company 2016-01-04 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

        The undersigned, General Electric Company, a New York company
(hereinafter referred to as the "Company") does hereby make, constitute and
appoint each of the persons listed below as the Company's true and lawful agent
and attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Company for and with respect
to the matters hereinafter described.

Name of Attorney:

              Kieran Murphy                Jason Hanson
              Raul Grable                  Stephen Kanovsky
              Derek Vander Heide

        Each Attorney shall have the power and authority to execute and deliver
any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto
required to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 on behalf of the Company with regard to any
securities owned by the Company or any of its subsidiaries; and, in connection
with the foregoing, to execute and deliver all documents, acknowledgments,
consents and other agreements and to take such further action as may be
necessary or convenient for the Company in order to more effectively carry out
the intent and purpose of the foregoing.

        Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Company without attestation and without affixation of the seal of the
Company. The Power of Attorney conferred hereby shall not be delegable by any
Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.

        Unless revoked by the Company, this Power of Attorney shall be governed
under the laws of the State of New York and the authority of the Attorney
hereunder shall terminate on October 29, 2016.

        IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be
executed, attested and its corporate seal to be affixed as of the 30th day of
October 2015.

                                     General Electric Company

                                     By: /s/ Christoph A. Pereira
                                         -----------------------------------
                                         Christoph A. Pereira
                                         Chief Corporate, Securities & Finance
                                         Counsel and Associate Secretary

Attest:

/s/ Brandon Smith
-----------------------------------
Brandon Smith
Attesting Secretary
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                                                    Exhibit 24.2

                                POWER OF ATTORNEY

        The undersigned, GE Medical Systems Information Technologies, Inc., a
Wisconsin corporation (hereinafter referred to as the "Company"), does hereby
make, constitute and appoint each of the persons listed below as the Company's
true and lawful agent and attorney-in-fact (hereinafter referred to as the
"Attorney") to act either together or alone in the name and on behalf of the
Company for and with respect to the matters hereinafter described.

Name of Attorney:

              Kieran Murphy         Stephen Kanovsky
              Raul Grable           Derek Vander Heide

        Each Attorney shall have the power and authority to execute and deliver
any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto
required to be filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 on behalf of the Company with regard to any
securities owned by the Company or any of its subsidiaries; and, in connection
with the foregoing, to execute and deliver all documents, acknowledgments,
consents and other agreements and to take such further action as may be
necessary or convenient for the Company in order to more effectively carry out
the intent and purpose of the foregoing.

        Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Company without attestation and without affixation of the seal of the
Company. The Power of Attorney conferred hereby shall not be delegable by any
Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.

        Unless revoked by the Company, this Power of Attorney shall be governed
under the laws of the State of New York and the authority of the Attorney
hereunder shall terminate on December 17, 2016.

        IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be
executed, attested and its corporate seal to be affixed as of the 18th day of
December 2015.

                                   GE Medical Systems Information Technologies,
                                   Inc.

                                   By: /s/ Timothy Finnerty
                                       ----------------------------------------
                                       Timothy Finnerty
                                       Secretary
EX-99.1 4 attachment3.htm EX-99.1 DOCUMENT 
                                                                    Exhibit 99.1

                             JOINT FILER INFORMATION

Name of Joint Filer:                    GE Medical Systems Information
                                        Technologies, Inc.

Address of Joint Filer:                 8200 West Tower Avenue
                                        Milwaukee, Wisconsin 53223

Relationship of Joint Filer to Issuer:  Other (1)

Issuer Name and Ticker or Trading
Symbol:                                 NeoGenomics, Inc. (NEO)

Date of Earliest Transaction Required
to be reported (Month/Day/Year):        12/30/2015

Designated Filer:                       General Electric Company


Signature:


GE MEDICAL SYSTEMS INFORMATION TECHNOLOGIES, INC.


By: /s/Raul Grable
    ------------------------------------
      Name:  /s/ Raul Grable
      Title:  Attorney in-Fact

Date: January 4, 2016

(1) GE Medical Systems Information Technologies, Inc., a Wisconsin corporation
("GE InfoTech"), is a wholly owned subsidiary of General Electric Company, a New
York corporation ("General Electric").