-----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, IlCA0P21aHkLbTCJAbr1wU/hu7UQPW91taV7i4cLJT/TV8/ZdAwq4e7fii7V0cT8 YcjNYTvnckuE/wiyD7utkw== 0001144204-03-007735.txt : 20031120 0001144204-03-007735.hdr.sgml : 20031120 20031120151326 ACCESSION NUMBER: 0001144204-03-007735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031119 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLECULAR DIAGNOSTICS INC CENTRAL INDEX KEY: 0000075439 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 364296006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00935 FILM NUMBER: 031015434 BUSINESS ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 4078490290 MAIL ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET 1 STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: AMPERSAND MEDICAL CORP DATE OF NAME CHANGE: 19990527 FORMER COMPANY: FORMER CONFORMED NAME: BELL NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST HOLDINGS INC DATE OF NAME CHANGE: 19830303 8-K 1 form8k.txt 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: November 20, 2003 MOLECULAR DIAGNOSTICS, INC. (Exact Name of Company as Specified in Its Charter) Delaware 0-935 36-4296006 (State or other Jurisdiction (Commission File Number) (IRS Employer Of Incorporation) Identification Number) 414 NORTH ORLEANS STREET SUITE 510 CHICAGO, ILLINOIS 60610 (Address and Zip Code of Principal Executive Offices) (312) 222-9550 (Registrant's telephone number, including area code) Item 5. Other Events and Required FD Disclosures A copy of a press release issued by the Company on November ___, 2003 announcing its termination of licenses previously granted by subsidiaries to MonoGen, Inc. is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit Number Description -------------- ----------- 99 Press release dated November 20, 2003 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. MOLECULAR DIAGNOSTICS, INC. /s/ Peter P. Gombrich ------------------------------------ Peter P Gombrich Chairman and Chief Executive Officer Date: November 20, 2003 EX-99 3 ex99.txt [LOGO] MOLECULAR DIAGNOSTICS PRESS RELEASE For immediate release [LETTERHEAD OF MOLECULAR DIAGNOSTICS] MOLECULAR DIAGNOSTICS, INC. SUBSIDIARIES TERMINATE LICENSES WITH MONOGEN, INC. Also Amends Complaint Against Former Executive CHICAGO, ILLINOIS, November 20, 2003. Molecular Diagnostics, Inc. (OTCBB:MCDG)("MDI"), together with its subsidiaries, AccuMed International, Inc. ("AccuMed") and Oncometrics Imaging Corp. ("Oncometrics"), announced today that the licenses granted by AccuMed and Oncometrics to MonoGen, Inc. ("MonoGen"), Vernon Hills, Illinois, for the limited use of certain technologies in the field of cancer detection, have been terminated by AccuMed and Oncometrics as a result of the licenses' invalidity. MDI believes that the termination of these licenses, which were entered into prior to its acquisition of AccuMed and Oncomtrics, will eliminate the confusion promulgated by MonoGen's claims of rights to the technologies and will enhance MDI's business opportunities surrounding those technologies. Additionally, this action allows MDI to proceed with possible action against other parties that might be in violation of MDI patents. MDI and its subsidiaries are currently suing the former officer of AccuMed and Oncometrics whose responsibility it was to negotiate the licenses with MonoGen on behalf of those companies. This suit, which was filed in the Circuit Court of Cook County, Illinois, is predicated on the actions of the former officer, who left his positions with AccuMed and Oncometrics shortly after negotiating the MonoGen licenses to become the President of MonoGen. The suit alleges that, as part of the negotiations, MDI and the British Columbia Cancer Agency (BCCA), which originally developed a portion of the technologies, believe the officer knowingly negotiated below-market license fees from MonoGen, and knew at the time that BCCA had not given its consent for the MonoGen transactions. It is the position of MDI and its subsidiaries that such behavior on the part of the former officer was a breach of his fiduciary duties to AccuMed and Oncometrics and created violations under the BCCA license agreements. About Molecular Diagnostics, Inc. Molecular Diagnostics develops cost-effective cancer screening systems, which can be utilized in a laboratory or at the point-of-care, to assist in the early detection of cervical, gastrointestinal, and other cancers. The InPath System is being developed to provide medical practitioners with a highly accurate, low-cost, cervical cancer screening system that can be integrated into existing medical models or at the point-of-care. Other products include SAMBA(TM) Telemedicine software used for medical image processing, database and multimedia case management, telepathology and teleradiology. Molecular Diagnostics also makes certain aspects of its technology available to third parties for development of their own screening systems. More information is available at: www.Molecular-Dx.com -------------------- Certain statements in this release are forward-looking. These statements are based on Molecular Diagnostics' current expectations and involve many risks and uncertainties, such as the company's inability to obtain sufficient financing, the possibility that clinical trials will not substantiate Molecular Diagnostics' expectations with respect to the InPath(TM) System, and other factors set forth in reports and documents filed by Molecular Diagnostics with the Securities and Exchange Commission. Actual results may differ materially from Molecular Diagnostic's current expectations depending upon a number of factors affecting the Company's business. These factors include, among others, risks and uncertainties detailed in the Company's periodic public filings with the Securities and Exchange Commission, including but not limited to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and its Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003. Except as expressly required by law, Molecular Diagnostics undertakes no obligation to publicly update or revise any forward-looking statements contained herein. -----END PRIVACY-ENHANCED MESSAGE-----