-----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, MQrt/5sDOpjJgao2pzEmGK61J/+bacBVQsdAjS1LSumULYH8f4lEs4/IL+7PwL7K P3Go+LKdtTz+8UHSkea2Kg== 0000893220-04-000489.txt : 20040318 0000893220-04-000489.hdr.sgml : 20040318 20040318161836 ACCESSION NUMBER: 0000893220-04-000489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040317 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCALON MEDICAL CORP CENTRAL INDEX KEY: 0000862668 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330272839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20127 FILM NUMBER: 04678000 BUSINESS ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD STREET 2: PLZ LEVEL CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106886830 MAIL ADDRESS: STREET 1: 351 EAST CONESTOGA ROAD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT SURGICAL LASERS INC DATE OF NAME CHANGE: 19930328 8-K 1 w95352e8vk.txt FORM 8-K DATED MARCH 17, 2004 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): March 17, 2004 -------------- Escalon Medical Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-20127 33-0272839 - ------------ ------------------------ ------------------ (State or other (Commission file number) (IRS employer jurisdiction of identification no.) incorporation) 575 East Swedesford Road, Suite 100 Wayne, Pennsylvania 19087 - ---------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (215) 688-6830 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. On March 17, 2004, the Company issued a press release announcing its completion of a private placement of 800,000 shares of Common Stock and warrants to purchase 120,000 shares of Common Stock to certain accredited and institutional investors. A copy of the press release is attached as an exhibit to this Form 8-K current report. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press release issued by Escalon Medical Corp. (the "Company") dated March 17, 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. ESCALON MEDICAL CORP. Date: March 17, 2004 By: /s/ Richard J. DePiano ----------------------- Richard J. DePiano Chairman and Chief Executive Officer 3 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 99.1 Press release dated March 17, 2004 issued by the Company.
EX-99.1 3 w95352exv99w1.txt PRESS RELEASE DATED MARCH 17, 2004 EXHIBIT 99.1 PRESS RELEASE AT THE COMPANY BOARD AT FINANCIAL RELATIONS - -------------------- ---------------------- Richard J. DePiano Alison Ziegler Chairman and CEO 212/445-8432 610/688-6830 FOR IMMEDIATE RELEASE ESCALON(R) MEDICAL CORP. COMPLETES $10.4 MILLION PRIVATE EQUITY FINANCING WAYNE, PA - MARCH 17, 2004 -- Escalon Medical Corp. (Nasdaq Small Cap: ESMC) today announced that it has completed a $10,400,000 private placement of common stock and common stock purchase warrants to accredited and institutional investors. The Company sold 800,000 shares of common stock at $13.00 per share. The investors also received warrants to purchase an additional 120,000 shares of common stock at an exercise price of $15.60 per share. The warrants cannot be exercised for 181 days. The net proceeds to the Company from the offering, after fees and expenses, will be approximately $9,845,000. The Keystone Equities Group of Oaks, Pennsylvania acted as placement agent on behalf of the Company in the private placement. "The new funding will enable us to strengthen our balance sheet and provide additional working capital for general corporate purposes," commented Richard J. DePiano, Chairman and Chief Executive Officer. As the result of the private placement, Escalon Medical will have 5,015,829 shares of common stock outstanding, not including the shares issuable upon the exercise of the warrants. The shares were offered in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act"). The offering has not been registered under the Securities Act or any state securities laws, and the shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Escalon Medical has agreed to file a registration statement covering the resale by the investors of the shares purchased and shares issuable upon exercise of the warrants. This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy shares or warrants and is being issued under Rule 135c under the Securities Act. Founded in 1987, Escalon develops, markets and distributes ophthalmic diagnostic, surgical and pharmaceutical products as well as vascular access devices. The Company seeks to further diversify its product line to achieve critical mass in sales and take better advantage of the Company's distribution capabilities through internal product development, acquisitions or strategic partnerships. Escalon has headquarters in Wayne, Pennsylvania and manufacturing operations in Long Island, New York and New Berlin, Wisconsin. --More-- Escalon Medical Corp. Page 7 Note: This press release contains statements that are considered forward-looking under the Private Securities Litigation Reform Act of 1995, including statements about the Company's future prospects. They are based on the Company's current expectations and are subject to a number of uncertainties and risks, and actual results may differ materially. The uncertainties and risks include whether the Company is able to improve upon the operations of the Company's business units, generate cash and identify, finance and enter into business relationships and acquisitions, uncertainties and risks related to new product development, commercialization, manufacturing and market acceptance of new products, marketing acceptance of existing products in new markets, research and development activities, including failure to demonstrate clinical efficacy, delays by regulatory authorities, scientific and technical advances by the Company or third parties, introduction of competitive products, third party reimbursement and physician training as well as general economic conditions. Further information about these and other relevant risks and uncertainties may be found in the Company's report on Form 10-K, and its other filings with the Securities and Exchange Commission, all of which are available from the Commission as well as other sources. ### -----END PRIVACY-ENHANCED MESSAGE-----