8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  September 27, 2005

FISCHER IMAGING CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-19386	36-2756787
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
12300 North Grant Street
Denver, Colorado		80241
(Address of Principal Executive Offices)		(Zip Code)

(303) 452-6800

(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:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 – Entry Into Material Definitive Agreement

On September 27, 2005, Fischer Imaging Corporation (“Fischer”) entered into an Amendment to Lease Agreement (the “Amendment”) with JN Properties, Fischer’s landlord and a company controlled by Morgan Nields, a substantial stockholder and former director, chair of the Board, chief executive officer and chief technology officer of Fischer.  The Amendment provides for the amendment of the Lease dated July 31, 1992 between Fischer and JN Properties (the “Lease”) to allow for the early termination of the Lease within 60 days of written notice from Fischer of intent to vacate or May 31, 2006, whichever is earlier.  Fischer will continue to pay the current rental rate and comply with other terms and conditions of the Lease during the period prior to termination of the Lease.  In exchange for the above and subject to the condition subsequent of the consummation of the transaction contemplated by the Asset Purchase Agreement dated June 22, 2005 between Fischer and Hologic, Inc. (the “Hologic Agreement”), Fischer has agreed to pay to JN Properties $4 million (the “Amendment Fee”) plus certain accrued 2005 taxes immediately following the closing of the Hologic transaction.  The Amendment will be terminated and be of no further force and effect if the Hologic Agreement is terminated prior to its consummation or Fischer fails to pay the Amendment Fee and the 2005 tax payment as provided in the Amendment.  In the Amendment, JN Properties granted its consent to the transactions contemplated by the Hologic Agreement.

Also on September 27, 2005, Fischer entered into a Voting and Support Agreement with Morgan Nields and the Robert L. Nields Trust and the Florence Wesson Nields Trust, two trusts for which Mr. Nields is a co-trustee (the “Stockholders”).  The Agreement provides that the Stockholders will, at the special stockholders meeting scheduled for September 28, 2005 or any adjournment thereof that occurs prior to October 5, 2005, vote all shares beneficially owned by them (the “Shares”) in favor of approval of the Hologic Agreement.  The Agreement grants to Fischer designees an irrevocable proxy to vote the Shares as provided in the Agreement.

ITEM 9.01 – Financial Statements and Exhibits

(c)  Exhibits.

The following Exhibits are filed as part of this report:

EXHIBIT NO.	DESCRIPTION
10.1	Amendment to Lease dated September 27, 2005 between Fischer and JN Properties
10.2	Voting and Support Agreement dated September 27, 2005 among Fischer, Morgan Nields, the Robert L. Nields Trust and the Florence Wesson Nields Trust

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SIGNATURE

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.

	FISCHER IMAGING CORPORATION
Date:  September 27, 2005	By:	/s/ David Kirwan
	Name:		David Kirwan
	Title:		Senior Vice President and
			Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
10.1	Amendment to Lease dated September 27, 2005 between Fischer and JN Properties
10.2	Voting and Support Agreement dated September 27, 2005 among Fischer, Morgan Nields, the Robert L. Nields Trust and the Florence Wesson Nields Trust

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EX-10.1

Exhibit 10.1

AMENDMENT TO LEASE

This Amendment to Lease (“Amendment”) is dated as of the 27 day of September, 2005, between JN PROPERTIES, a Colorado general partnership (“Landlord”) and FISCHER IMAGING CORPORATION, a Delaware corporation (“Tenant”).

RECITALS

A.Landlord and Tenant are parties to that certain Lease dated July 31, 1992 (the “Lease”), for premises located on a portion of Block 7, Washington Square Subdivision, in the City of Thornton, Adams County, Colorado and more particularly described in the Lease (the “Premises”).

B.Tenant has entered into an agreement with Hologic, Inc., a Delaware corporation for the sale and purchase of Tenant’s assets pursuant to an Asset Purchase Agreement dated June 22, 2005 (the “Hologic Agreement”), pursuant to which, among other things, Hologic will purchase from Tenant the Mammography Intellectual Property and the right to use certain Intellectual Property Authorizations (as those terms are defined in the Hologic Agreement).

C.Landlord and Tenant desire to amend Lease upon the terms and conditions set forth herein and, in connection therewith, Landlord shall consent to the consummation of the transactions contemplated by the Hologic Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

AGREEMENT

1.Defined Terms.  All capitalized terms used but not defined in this Amendment shall have the meanings set forth for such terms in the Lease.  All terms that are defined in this Amendment will have the meaning in the Lease as amended hereby that are set forth for such terms in this Amendment.

2.Amendment of Lease.  In consideration of Landlord’s execution of this Amendment and subject to the condition subsequent of the consummation of the transaction contemplated by the Hologic Agreement, Tenant hereby covenants and agrees to pay the sum of Four Million Dollars ($4,000,000.000) (the “Amendment Fee”) to Landlord by certified funds or federal wire transfer.  Immediately following closing under the Hologic Agreement and the receipt of the purchase price thereunder (the “Hologic Closing”), Tenant shall pay the Amendment Fee to Landlord from the Hologic Closing proceeds.  Landlord and Tenant hereby agree that upon and conditioned upon Landlord’s receipt of the Amendment Fee, the following modifications to the Lease shall become effective:

(a)Lease Term.  The Term of the Lease is hereby amended so that it shall terminate on the earlier of (a) that date which is 60 days after Tenant furnishes written notice to Landlord of Tenant’s intent to vacate the Premises; or (b) May 31, 2006, as if that date were the day definitely fixed in the Lease for the expiration of the Term thereof.

(b)Month-to-Month Lease.  Contingent upon Tenant’s payment of the Amendment Fee as set forth above, commencing on October 1, 2005, Tenant shall be deemed to be occupying the Premises on a month-to-month basis, terminable by Tenant upon 60 days’ prior written notice to Landlord.  Such month-to-month tenancy shall be subject to all of the terms and conditions set forth in the Lease (including, but not limited to, Tenant’s ongoing obligations to pay for insurance, utilities and maintenance) and subject to the provisions set forth in this Amendment, except that Tenant shall pay base rent and 2006 real property taxes in the amounts set forth in Paragraphs 2(c) and (d) below.

(c)Real Estate Taxes and Other Matters.  In addition to Tenant’s obligation to pay the Amendment Fee to Landlord, Tenant hereby covenants and agrees to pay to Landlord immediately upon the Hologic Closing, the sum of One Hundred Eighty Thousand Dollars ($180,000.000) (the “2005 Tax Payment”) which represents Tenant’s share of 2005 Taxes for the Premises due and payable in 2006.  Landlord acknowledges and agrees that upon its receipt of the 2005 Tax Payment from Tenant it shall be responsible for paying 2005 Taxes directly to the taxing authority.  Commencing on January 1, 2006 and continuing for the remainder of the Term, Tenant shall, in addition to monthly base rent, pay to Landlord on a monthly basis 1/12 of the estimated Taxes for 2006 as determined by Landlord in it reasonable discretion (the “2006 Tax Payments”).  Landlord acknowledges and agrees that upon Landlord’s receipt of the 2006 Tax Payments it shall be responsible for paying all 2006 Taxes due and payable in 2007 directly to the taxing authority.  Tenant agrees to spend up to Fifteen Thousand Dollars ($15,000.00) to close two (2) underground sumps on the Premises with such efforts to be in full satisfaction of any and all obligations under the Lease with respect to these sumps.  In connection therewith, Tenant shall conduct soil sampling around the sumps to obtain information regarding possible subsurface releases from the sumps.  Tenant shall immediately furnish Landlord with the results of that assessment.  In the event that the assessment identifies any concentrations of regulated compounds exceeding regulatory action levels which resulted from Tenant’s operations, Tenant shall, at its sole cost and expense, perform any remediation required by the appropriate regulatory agency.  Upon receipt of (i) analytical data showing no remediation is required or (ii) in the event remediation is required, a No Further Action letter from the appropriate regulatory agency, Tenant shall be released from the obligations set forth in Section 4.2 of the Lease.

(d)Rent.  Notwithstanding anything to the contrary set forth in this Amendment or in the Lease, commencing on October 1, 2005, and continuing for the remainder of the Term, Tenant shall pay monthly base rent to Landlord in the amount of Sixty-six Thousand Three Hundred Forty Dollars ($66,340.00) which is at an annual rate of Six Dollars and Eighty-four Cents ($6.84) per square foot contained in the Premises’ Building.

(e)Landlord’s Right to Entry.  From and after the Effective Date, Landlord shall have the continuing right to enter the Premises in order to inspect and show the Premises to current and prospective lenders, insurers, purchasers and tenants.  Landlord shall provide reasonable advance oral notice to one of the representatives designated by Tenant of any such entry and shall take reasonable steps to minimize any disruption of Tenant’s business.  In addition to the foregoing, from and after the Effective Date, Landlord shall have the continuing right to market the Premises for lease, which marketing shall include, but not be limited to, the placement of “for rent” or “for lease” signs on the exterior of the Premises’ Building and/or around the Building.

(f)Surrender.  At the expiration of the Term of the Lease, Tenant shall, in accordance with Article 19 of the Lease, vacate and surrender the Premises to Landlord in the same condition that the Premises are in on the Effective Date, normal wear and tear excepted and, except as set forth in the Hologic Agreement, Tenant shall, at its sole cost and expense, remove from the Premises all of its trade fixtures, equipment and other movable personal property.  In the event Tenant fails to vacate the Premises on or before the expiration of the Term of the Lease, Tenant shall be deemed to be holding over and shall be subject to the terms and conditions of Article 19 of the Lease.

3.Consent to Hologic Agreement.  Landlord hereby grants its consent to the consummation of the transactions contemplated by the Hologic Agreement as required by the Lease.

4.Effective Date.  As used herein, “Effective Date” means the date this Amendment is last signed by either of the parties hereto.

5.Termination of this Agreement.  In the event the Hologic Agreement is terminated prior to its consummation, or Tenant fails to pay the Amendment Fee and the 2005 Tax Payment to Landlord in accordance with the terms of this Amendment, this Amendment shall become null and void and the Lease shall otherwise remain in full force and effect in accordance with the terms thereof; provided, however, Tenant’s obligation to pay the 2005 Tax Payment as contemplated in Paragraph 2 above, shall constitute an independent Tenant obligation which shall in no event be extinguished as a result of the failure of the Hologic Closing to occur or Tenant’s failure pay the Amendment Fee and/or 2005 Tax Amendment.

6.Attorneys’ Fees.  In the event of any litigation brought by either party to enforce the terms and provisions of this Amendment, the prevailing party shall be entitled to recover all of its costs and expenses incurred in such litigation, including but not limited to, reasonable attorneys’ fees.

7.No Further Modification.  The parties agree that the Lease in all other respects, except as modified by this Amendment, remains unchanged and unaffected by this Amendment, and the provisions thereof shall continue to be effective and binding on the parties.  In the event there are any inconsistencies between the terms and conditions of this Amendment and the terms and conditions of the Lease, the terms and conditions of this Amendment shall control.

8.Binding Effect.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and assigns.

12.Counterparts.  This Amendment may be executed in several counterparts, each of which will be considered an original, and all of which when taken together shall constitute one agreement.

IN WITNESS WHEREOF, the parties hereto, have executed this Amendment to Lease as of the day and year first above written.

“LANDLORD”
JN PROPERTIES, a Colorado general partnership
By:	/s/ Morgan W. Nields
Morgan Nields, General Partner
By:	/s/ Kinney L. Johnson
Kinney L. Johnson, General Partner
“TENANT”
FISCHER IMAGING CORPORATION, a Delaware corporation
By:		/s/ Steven L. Durnil
Name:			Steven L. Durnil
Its:			President and CEO
By:
Name:
Its:

EX-10.2

Exhibit 10.2

VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT, dated September 27, 2005 (this “Agreement”), between Fischer Imaging Corporation, a Delaware corporation (the “Company”), on the one hand, and Morgan W. Nields, the Robert L. Nields Trust and Florence Wesson Nields Trust (each, a “Stockholder”, and together, the “Stockholders”), on the other hand.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Asset Purchase Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and Hologic, Inc. have entered into an Asset Purchase Agreement dated as of June 22, 2005 (the “Asset Purchase Agreement”), providing for the acquisition of substantially all of the Company’s intellectual property by Hologic (the “Acquisition”); and

WHEREAS, as of the date hereof and as of the record date, the Stockholders are the record and beneficial owners of, collectively, a total of 833,000 shares of Company Common Stock (the “Existing Shares” and, together with any shares of Company Common Stock or other voting capital stock of the Company acquired by the Stockholders after the date hereof, the “Shares”);

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING

1.1Agreement to Vote and Support.  The Stockholders agree that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 2.1, at the Company Stockholders Meeting scheduled for September 28, 2005, or any adjournment thereof that occurs not later than October 5, 2005, the Stockholders shall:

(a)appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

(b)vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all the Shares, and any other voting securities of the Company (whenever acquired), that are beneficially owned by the Stockholders or as to which the Stockholders have, directly or indirectly, the right to vote or direct the voting, in favor of approval of the Asset Purchase Agreement; and, .

(c)if Stockholders are contacted by any other record holders of shares of Common Stock of the Company who inquire as to the Stockholder’s views or intentions, to communicate their support for the Acquisition and their agreement to vote in favor thereof.

1.2No Inconsistent Agreements.  The Stockholders hereby covenant and agree that, except for this Agreement, none of the Stockholders (a) has entered, and none of the Stockholders shall enter at any time while this Agreement remains in effect, into any voting agreement or voting trust with respect to the Shares and (b) has not granted, and none of the Stockholders shall grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares.

1.3Proxy.  The Stockholders hereby grant a proxy, and appoint as attorney-in-fact, Dr. Gail Schoettler and Steven Durnil, in their respective capacities as director or officer of the Company, and any individual who shall hereafter succeed to any such director or officer of the Company designated in writing by the Company, each of them individually, with full power of substitution, to vote the Shares in accordance with Section 1.1 hereof.  This proxy is coupled with an interest and shall be irrevocable for so long as this Agreement is in effect, and the Stockholders will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by either Stockholder with respect to the Shares.

ARTICLE II

MISCELLANEOUS

2.1Termination.  This Agreement shall terminate and no party shall have any rights or duties hereunder if this Agreement is terminated in accordance with the terms of this Section 2.1.  Either the Company or the Stockholders may terminate this Agreement on or after the date of termination of the Asset Purchase Agreement in accordance with its terms.  In addition, Stockholders may at their option terminate this Agreement by giving written notice to the Company if the Asset Purchase Agrteement has not been consummated by October 5, 2005. Nothing in this Section 2.1 shall relieve or otherwise limit any party of liability for breach of this Agreement.

2.2Furrther Assurances.  From time to time, at the other party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate the transactions contemplated by this Agreement.

2.3Interpretation.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  No provision of this Agreement shall be construed

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to require the Company the Stockholders or any of their respective Subsidiaries or affiliates to take any action which would violate any applicable law (whether statutory or common), rule or regulation.

2.4Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

2.5Entire Agreement.  This Agreement (together with the Acquisition Agreement, to the extent referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

2.6Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts made and performed entirely within such State.

2.7Amendment.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

2.8Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms.  It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity.  Each of the parties further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief.

2.9Severability.  Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction, and if any provision of this Agreement is determined to be so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable, in all cases so long as neither the economic nor legal substance of the transactions contemplated hereby is affected in any manner materially adverse to any party or its stockholders or limited partners.  Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

2.10Assignment; Third Party Beneficiaries.  Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.  This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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IN WITNESS WHEREOF, the Company and the Stockholders have each caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first written above.

FISCHER IMAGING CORPORATION
By:	/s/ Steven L. Durnil
			Name:		Steven L. Durnil
			Title:		CEO
ROBERT L. NIELDS TRUST
By:	/s/ Francis Coolidge
			Name:	Francis Coolidge
			Title:	Co-Trustee
By:	/s/ Morgan W. Nields
			Name:	Morgan W. Nields
			Title:	Co-Trustee
FLORENCE WESSON NIELDS TRUST
By:	/s/ Francis Coolidge
			Name:	Francis Coolidge
			Title:	Co-Trustee
/s/ Morgan W. Nields
		Co-Trustee
/s/ Morgan W. Nields
		Morgan W. Nields

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