-----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, DfOigDhotBa2ibFeBtqXuj/No1DWiQsWtFb/PLaIaNYTU2lxiXfk9a5bxc5qxWEm NG3zp5fcO4Ue1/owSvfOew== 0001169232-04-004194.txt : 20040819 0001169232-04-004194.hdr.sgml : 20040819 20040819165450 ACCESSION NUMBER: 0001169232-04-004194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040819 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: 04986862 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 8-K 1 d60525_8-k.txt CURRENT REPORT UNITED STATES 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): August 19, 2004 --------------- 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, NY 11042 ---------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (516) 333-8230 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5 OTHER EVENTS AND REQUIRED FD DISCLOSURE On August 19, 2004, E-Z-EM, Inc. announced that its board of directors had declared a dividend to its stockholders of the 9.2 million shares of common stock of its subsidiary, AngioDynamics, Inc., held by E-Z-EM, Inc. A copy of the press release issued by E-Z-EM, Inc. is being filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference in its entirety. ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press release dated August 19, 2004. 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: August 19, 2004 E-Z-EM, INC. (Registrant) By: /s/ Peter J. Graham ------------------------------------ Peter J. Graham Vice President General Counsel and Secretary 2 EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.1 Press Release dated August 19, 2004. 3 EX-99.1 2 d60525_ex99-1.txt PRESS RELEASE [LOGO] Company Contacts: Investor Relations Contacts: E-Z-EM, Inc. Lippert/Heilshorn & Associates, Inc. - ------------ ------------------------------------ Tom Johnson (tjohnson@ezem.com) Kim Sutton Golodetz (kgolodetz@lhai.com) (800) 544-4624 x3317 (212) 838-3777 www.ezem.com Bruce Voss (bvoss@lhai.com) (310) 691-7100 FOR IMMEDIATE RELEASE E-Z-EM BOARD DECLARES SPECIAL DIVIDEND OF ANGIODYNAMICS SHARES LAKE SUCCESS, N.Y., August 19, 2004--E-Z-EM, Inc., (AMEX: EZM) today announced that its Board of Directors has declared a special stock dividend of the 9.2 million shares of common stock of its subsidiary AngioDynamics, Inc., (Nasdaq NM: ANGO) held by E-Z-EM. The special stock dividend is payable on October 30, 2004 to E-Z-EM shareholders of record on October 11, 2004, and will mark the completion of AngioDynamics' spin-off from E-Z-EM. E-Z-EM has received a private letter ruling from the Internal Revenue Service that the dividend will be tax-free for federal income tax purposes to E-Z-EM and its stockholders, except for any cash received by stockholders instead of a fractional share. The payout ratio will be determined on the record date. About E-Z-EM, Inc. E-Z-EM is a leading manufacturer of contrast agents for gastrointestinal radiology. The Company has developed the only CT injector on the market that can help detect contrast extravasation, the EmpowerCT(R) with patented EDA(TM) technology; it also offers a complete product set for the virtual colonoscopy practitioner. This product line consists of virtual colonoscopy hardware, software, nutritional prep kits and bowel cleaners, tagging agents and a carbon dioxide colon insufflation system. About AngioDynamics AngioDynamics, Inc. (www.angiodynamics.com) designs, develops, manufactures and markets innovative medical devices used in minimally invasive, image-guided procedures to treat peripheral vascular disease. It offers a broad line of therapeutic and diagnostic devices that enable interventional physicians, such as interventional radiologists, vascular surgeons and others, to treat peripheral vascular diseases and other non-coronary diseases. The Company's diverse product line includes angiographic catheters, hemodialysis catheters, endovascular laser venous system products, PTA dilation balloon catheters, image-guided vascular access products, thrombolytic products, and drainage products. 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 ability of the Company to develop its products, market acceptance and sales of VoLumenTM, future actions by the FDA or other regulatory agencies, results of pending or future clinical trials, overall economic conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from Group Purchasing Organizations, competition, including alternative procedures which continue to replace traditional fluoroscopic procedures, 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 February 29, 2004, as well as its Annual Report on Form 10-K for the year ended May 31, 2003, and in the S-1 Registration Statement filed by AngioDynamics in connection with its public offering, may affect the actual results achieved by E-Z-EM and AngioDynamics. # # # -----END PRIVACY-ENHANCED MESSAGE-----