-----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, SRAR2vNLNxLeKQlfum4QTaqqX7u9U9hkYmQoei+MIBK7WuBgOYTfgaDVvMMK54QV dGLE2spCpyAXlPkRVO2sPw== 0001169232-04-005080.txt : 20041005 0001169232-04-005080.hdr.sgml : 20041005 20041005101246 ACCESSION NUMBER: 0001169232-04-005080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041004 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 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: 041064487 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 8-K 1 d60863_8-k.txt FORM 8-K 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): October 4, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 Other Events On October 4, 2004, E-Z-EM, Inc. issued a press release announcing the definitive distribution ratio for its previously announced distribution to the E-Z-EM stockholders of the 9.2 million shares of common stock of AngioDynamics, Inc. held by E-Z-EM. A copy of the press release issued by E-Z-EM is being filed as Exhibit 99.1 to this Form 8-K and is incorporated by reference in its entirety. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated October 4, 2004. 2 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 5, 2004 E-Z-EM, INC. (Registrant) By: /s/ Peter J. Graham ------------------------------------ Peter J. Graham Vice President, General Counsel 3 EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.1 Press Release dated October 5, 2004. 4 EX-99.1 2 d60863_ex99-1.txt PRESS RELEASE Exhibit 99.1 [LOGO] EZEM(TM) - ---------------------------- Visualize a healthier world. Company Contact: Investor Relations Contacts: E-Z-EM, Inc. Lippert/Heilshorn & Associates, Inc. - ------------ ------------------------------------ Tom Johnson, x3317 Kim Sutton Golodetz (kgolodetz@lhai.com) (800) 544-4624 ------------------ www.ezem.com (212) 838-3777 - ------------ Bruce Voss (bvoss@lhai.com) -------------- (310) 691-7100 www.lhai.com ------------ FOR IMMEIDATE RELEASE E-Z-EM, INC. ANNOUNCES FINAL DISTRIBUTION RATIO FOR DIVIDEND OF ANGIODYNAMICS COMMON STOCK LAKE SUCCESS, N.Y., Oct. 4, 2004 - E-Z-EM, Inc. (Amex: EZM) today announced the final distribution ratio for the previously announced 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. Shareowners of record at the close of business on October 11, 2004 will receive .856377 of a share of AngioDynamics for each outstanding share of E-Z-EM common stock held at that time. The distribution will occur on October 30, 2004. No fractional shares will be delivered as part of the distribution. Instead, fractional shares will be aggregated and sold on behalf of all stockholders. The net sale proceeds will then be distributed on a pro rata basis to the affected stockholders. As previously announced, 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. Following the record date, E-Z-EM stockholders will receive an information statement relating to the distribution. The information statement will also be available on E-Z-EM's website at www.ezem.com. ------------ 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. E-Z-EM's subsidiary, AngioDynamics, manufactures a wide range of products including angiographic, hemodialysis, PTA dilation, thrombolytic, image-guided vascular access products and endovascular laser venous system products, as well as drainage products. AngioDynamics' focus is on therapeutic and diagnostic products that enable interventional physicians to treat peripheral vascular disease and other non-coronary diseases. # # # -----END PRIVACY-ENHANCED MESSAGE-----