-----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, U13Oq+JUzr8Trobl2RJN8mLv7E30juZuMcjwMZ7GX489LarxQBby0SY+t5Z4kzDc SIPhHGaB1qYG1buAVWspBQ== 0001072613-02-001575.txt : 20021022 0001072613-02-001575.hdr.sgml : 20021022 20021022085406 ACCESSION NUMBER: 0001072613-02-001575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIRE CORP CENTRAL INDEX KEY: 0000731657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042457335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12742 FILM NUMBER: 02794476 BUSINESS ADDRESS: STREET 1: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 BUSINESS PHONE: 6172756000 MAIL ADDRESS: STREET 2: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 8-K 1 form8-k_11546.txt FORM 8-K DATED OCTOBER 21, 2002 ================================================================================ 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 22, 2002 COMMISSION FILE NUMBER: 0-12742 SPIRE CORPORATION ----------------------------------------------------------- (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2457335 - ------------------------------- ---------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) ONE PATRIOTS PARK, BEDFORD, MASSACHUSETTS 01730-2396 - ----------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (781) 275-6000 ------------------------------------------------ (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ ITEM 5. OTHER EVENTS - ---------------------- Spire Corporation (the "Company") announced on October 22, 2002 that it had transferred its exclusive patent license for a hemodialysis split-tip catheter to a wholly owned subsidiary of C.R. Bard, Inc. in exchange for up to $16 million and a sublicense from C.R. Bard, Inc. Additional information is set forth in Exhibit (99) to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------------------------------------------ (c) Exhibits 99 News Release of the Company dated October 22, 2002. 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. SPIRE CORPORATION (Registrant) Dated: October 22, 2002 By: /s/Roger G. Little -------------------------------------- Roger G. Little President, Chief Executive Officer and Chairman of the Board 2 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE NUMBER - ------- ----------- ----------- 99 News Release of the Company dated October 22, 2002. 4 3 EX-99 3 exhibit99_11546.txt NEWS RELEASE DATED OCTOBER 21, 2002 EXHIBIT 99 ---------- SPIRE CORPORATION FOR IMMEDIATE RELEASE NEWS RELEASE Contact: Spire Corporation Mark C. Little, CEO, Spire Biomedical, Inc. 781-275-6000, mlittle@spirecorp.com SPIRE CORPORATION ANNOUNCES $16 MILLION CATHETER PATENT TRANSACTION WITH BARD ACCESS SYSTEMS, INC. Bedford, MA -- October 22, 2002 -- Spire Corporation (Nasdaq: SPIR) has transferred its exclusive hemodialysis split-tip catheter patent license to Bard Access Systems, Inc., a wholly owned subsidiary of C.R. Bard, Inc., (NYSE:BCR), in exchange for up to $16 million and a sublicense. Spire received $5 million upon execution of the Agreement, with another $5 million due no later than 18 months after signing, and also will receive another $6 million upon achievement of certain milestones by Bard Access Systems. Spire acquired the license to the patent from Dr. Thierry Pourchez, the inventor and a noted French surgeon. Spire Biomedical, Inc., a wholly owned subsidiary of Spire Corporation, currently markets the Pourchez XpressOTM, the only kink-resistant long-term hemodialysis catheter. The sublicense from Bard will permit Spire to continue to sell this product and to develop, market and distribute new split-tip hemodialysis catheter products. Mr. Roger Little, President and CEO of Spire Corporation, stated, "The Agreement provides the Company with additional capital to accelerate our sales and marketing efforts and to pursue its strategic direction for developing advanced medical devices." Mr. PJ Anand, Vice President of Business Development for Spire Biomedical, Inc., who was chiefly responsible for securing the original license, added, "Our strategy is to utilize our technology in catheter based access for dialysis as a platform to build a broader business in high performance finished devices. These devices will utilize Spire Biomedical's proprietary surface engineering technology to reduce complications caused by clotting, infection and inflammation." About Spire Biomedical, Inc., and Spire Corporation Spire Biomedical, Inc., a wholly owned subsidiary of Spire Corporation, provides premium medical products and biotechnology surface engineering services for improving the performance of implantable medical devices. Spire Corporation also provides solar electric systems and is a leading supplier of photovoltaic module manufacturing equipment. For more information, visit Spire Corporation's web site at www.spirecorp.com. Certain matters discussed in this news release may be forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risk of dependence on market growth, competition and dependence on government agencies and other third parties for funding contract research and services, as well as other factors described in the Company's Form 10-KSB filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----