-----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, KaTIh99iWtQTAK1R5Qf7rU/po5QGq2PhIzIOZUXpSXET/Qdg/unni//hSGPbtAYC eL6bYeaaEiyn78sipCDsnQ== 0000950135-98-000513.txt : 19980209 0000950135-98-000513.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950135-98-000513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980206 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL IMAGING CORP CENTRAL INDEX KEY: 0000799514 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 050396504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15520 FILM NUMBER: 98524462 BUSINESS ADDRESS: STREET 1: ONE LOWELL RESEARCH CENTER STREET 2: 847 ROGERS STREET CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: (978) 937-5400 MAIL ADDRESS: STREET 1: ONE LOWELL RESEARCH CENTER STREET 2: 847 ROGERS STREET CITY: LOWELL STATE: MA ZIP: 01852 FORMER COMPANY: FORMER CONFORMED NAME: ORBIS INC DATE OF NAME CHANGE: 19920703 8-K 1 INDUSTRIAL IMAGING CORPORATION 1 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): January 30, 1998 Industrial Imaging Corporation (Exact name of registrant as specified in its charter) Delaware 0-15520 05-0396504 - --------------- ----------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 847 Rogers Street, Lowell, Massachusetts 01852 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 937-5400 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 TABLE OF CONTENTS FORM 8-K January 30, 1998 Item Page - ---- ---- Item 5. Other Events 3 Item 7. Financial Statements and Exhibits 3 Signatures 4 Exhibits 5 Page 2 of 5 pages 3 ITEM 5. OTHER EVENTS. On January 30, 1998, the Registrant publicly disseminated a press release announcing that the Registrant had completed a $3 million equity placement with Wexford Management LLC, which purchased 3,000,000 shares of the Registrant's common stock at $1.00 per share. As part of the transaction, Wexford also received 1,000,000 common stock warrants, exercisable over five years at $1.00 per share, and 1,000,000 common stock warrants, exercisable over five years at $2.00 per share. A Wexford nominee, Dr. Shaiy Pilpel, has joined the Board of Directors of the Registrant. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 The Registrant's Press Release dated January 30, 1998. Page 3 of 5 pages 4 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. Industrial Imaging Corporation ----------------------------------------- (Registrant) Date: January 30, 1998 By: /s/ Juan J. Amodei, PH.D. ------------------------------------- Juan J. Amodei, Ph.D. President and Chief Executive Officer Page 4 of 5 pages EX-99.1 2 PRESS RELEASE DATED JANUARY 30, 1998 1 EXHIBIT 99.1 PRESS RELEASE INDUSTRIAL IMAGING ANNOUNCES $3 MILLION PRIVATE EQUITY PLACEMENT LOWELL, MASSACHUSETTS, January 30, 1998. - INDUSTRIAL IMAGING CORPORATION (OTC BB: INIM) announced today that it completed a $3 million equity placement with Wexford Management LLC, which purchased 3,000,000 shares of the Company's common stock at $1.00 per share. As part of the transaction, Wexford also received 1,000,000 common stock warrants, exercisable over five years at $1.00 per share, and 1,000,000 common stock warrants, exercisable over five years at $2.00 per share. A Wexford nominee, Dr. Shaiy Pilpel, has joined the Board of Directors of the Company. As a condition to the financing, the company arranged for holders of approximately 1.1 million of existing common stock warrants to exercise the warrants prior to the investment termination date at a discount of 50% to the original exercise price. As a result, the Company has received a further investment of $475,000. Dr. Juan J. Amodei, Chairman and CEO of Industrial Imaging said that he was extremely pleased with the infusion of capital into the Company and the vote of confidence placed in the future prospects of the Company by Wexford. The financing is expected to allow the Company to now more aggressively market its products to customers worldwide. Industrial Imaging Corporation, headquartered in Lowell, Massachusetts, is a manufacturer and distributor of in-line automated optical inspection systems sold in the printed circuit board industry. Industrial Imaging, through its subsidiary, AOI International, manufactures patented test equipment that can be incorporated continuously into a customer's production line, and utilizes multiple stationary cameras. These design features increase customer throughput, test equipment reliability and accuracy. Its stock is traded on the OTC Bulletin Board under the symbol "INIM". Charles E. Davidson, Chairman of Wexford, said that he believed this investment will permit Industrial Imaging to significantly ramp up production of its line of automated optical inspection test equipment. We believe that with Industrial Imaging's product line, market reputation and product reliability and accuracy, Wexford's capital should position the Company for future success. Wexford Management LLC is a private investment management company located in Greenwich, CT with over $1 billion in assets under management. This release contains forward looking statements regarding anticipated increases in revenues, markets and other matters. These statements, in addition to statements made in conjunction with the words "anticipate," "expect," "believe," "intend," "seek" and similar expressions, are forward-looking statements. These statements involve a number of risks and uncertainties, including but not limited to, the impact of competitive products and pricing, product demand and market acceptance, new product development, availability of raw materials, fluctuations in operating results and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----