-----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, NIWszcHyDdLzO5T/UhGpe8t0P/uuY9KsyrVPWrHJeaW19GMODqdAbPjMq/DRlZjp bxByqGGc7LZYroyEtbNJOA== 0001169232-03-006096.txt : 20031020 0001169232-03-006096.hdr.sgml : 20031020 20031020162625 ACCESSION NUMBER: 0001169232-03-006096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031020 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EZ EM INC CENTRAL INDEX KEY: 0000727008 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 111999504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-100878 FILM NUMBER: 03948017 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 8-K 1 d57163_8-k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 20, 2003 E-Z-EM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-11479 11-1999504 (Commission File Number) (IRS Employer Identification No.) 1111 Marcus Avenue, Lake Success, New York 11042 (Address of Principal Executive Offices, Including Zip Code) (516) 333-8230 (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS On October 20, 2003, E-Z-EM, Inc., a Delaware corporation (the "Company"), issued a press release announcing that the Company was considering a spin-off and initial public offering of its wholly-owned subsidiary, AngioDynamics, Inc., based in Queensbury, N.Y. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1 Press Release dated October 20, 2003. 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. Dated: October 20, 2003 E-Z-EM, INC. (Registrant) By: /s/ Anthony A. Lombardo -------------------------------- Anthony A. Lombardo President and Chief Executive Officer EX-99.1 3 d57163_ex99-1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE October 20, 2003 For more information please contact: Dennis Curtin Chief Financial Officer, E-Z-EM, Inc. (516) 333-8230 x3320 E-Z-EM CONSIDERS SPIN-OFF AND IPO OF ANGIODYNAMICS SUBSIDIARY LAKE SUCCESS, N.Y., Monday, October 20, 2003 - E-Z-EM, Inc. (AMEX: EZM) announced today that it was considering a spin-off and initial public offering of its wholly-owned subsidiary, AngioDynamics, Inc., based in Queensbury, N.Y. The Company stated that it has signed a letter of engagement with an investment banking firm regarding a possible spin-off and public offering of AngioDynamics, the initiation and timing of which will be subject to market and other conditions, including receipt by the Company of a favorable private letter ruling from the Internal Revenue Service as to the tax free nature of the contemplated spin-off. The Company anticipates this transaction occurring in the first half of 2004. Any offering of the securities of AngioDynamics will be made only by means of a prospectus included in a registration statement to be filed with the Securities and Exchange Commission. This release shall not constitute an offer to sell or solicitation of an offer to buy any securities. The statements made in this document contain certain forward-looking statements that involve a number of risks and uncertainties. Words such as "expects", "intends", "anticipates", "plans", "believes", "seeks", "estimates," or variations of such words and similar expressions, are intended to identify such forward-looking statements. Investors are cautioned that actual events or results may differ from the Company's expectations. In addition to the matters described above, the Company's ability to initiate and complete the contemplated transactions described above will depend upon a number of factors including overall economic conditions, general stock market conditions and the continuing results of the Company, as well as the risk factors listed from time to time in the SEC filings of E-Z-EM, Inc., including but not limited to its Form 10-Q for the quarter ended August 30, 2003, as well as its Annual Report on Form 10-K for the year ended May 31, 2003. # # # -----END PRIVACY-ENHANCED MESSAGE-----