-----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, DX6DSfaYGQ3Dm6PtpZ1/XMW6pVLkQGaNUrlPXOmnJi/bPCrmEMEl3bG9EpFJReiY Q5qrCcdt/nMtcJjKxNEC7g== 0000891020-98-001068.txt : 19980702 0000891020-98-001068.hdr.sgml : 19980702 ACCESSION NUMBER: 0000891020-98-001068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCONTROL INC CENTRAL INDEX KEY: 0000871629 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 911501619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24540 FILM NUMBER: 98659030 BUSINESS ADDRESS: STREET 1: 6675 185TH AVE NE SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2068619800 MAIL ADDRESS: STREET 1: 6675 185TH AVENUE STREET 2: SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052-6734 8-K 1 FORM 8-K 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 JUNE 26, 1998 ----------------------------------- Date of Report (Date of earliest event reported) INCONTROL, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 0-24540 91-150619 - ---------------------------- --------------------------- ---------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 6675 - 185TH AVENUE, N.E., REDMOND, WASHINGTON 98052 - -------------------------------------------------------------------------------- (Address of principal executive offices, including Zip Code) (206) 861-9800 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On June 26, 1998, InControl, Inc. (the "Company") issued a press release announcing that the Company will not exercise its rights under a commitment obtained from an investor to purchase $7.5 million of convertible preferred stock on terms substantially equivalent to the convertible preferred stock issued by the Company in April 1998. The Company's Board of Directors believes that additional offerings similar to April's offering of $7.5 million of Series B Convertible Preferred Stock would not be in the Company's best interest. Accordingly, the Company does not intend to enter into any such transactions in the future. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release issued by InControl, Inc. on June 26, 1998. 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. INCONTROL, INC. Dated: June 29, 1998 By /s/ PHILIP A. OKESON ------------------------------ Philip A. Okeson Treasurer and Secretary 3 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Press Release issued by InControl, Inc. on June 26, 1998.
EX-99.1 2 PRESS RELEASE ISSUED BY INCONTROL, INC. ON 6/26/98 1 EXHIBIT 99.1 INCONTROL BOARD DECIDES AGAINST ADDITIONAL CONVERTIBLE PREFERRED STOCK FINANCING REDMOND, WA (June 26, 1998) -- The Board of Directors of InControl, Inc. (NASDAQ:INCL) announced today that the Company will not exercise its rights under a commitment obtained from an investor to purchase $7.5 million of convertible preferred stock on terms substantially equivalent to the convertible preferred stock issued by the Company in April 1988. The Directors believe that additional offerings similar to April's offering of $7.5 million of convertible preferred stock would not be in the Company's best interest. Accordingly, the Company does not intend to enter into any such transactions in the future. InControl is a leader in developing new therapies for atrial fibrillation, one of the most common heart rhythm disorders. AF affects over five million people in the U.S. and Europe and accounts for more hospitalizations each year than any other heart rhythm disorder. The Company's METRIX (TM) atrial defibrillators are placed and programmed by physicians using techniques similar to those used for implanting ICDs. The METRIX defibrillator is designed to detect the presence of atrial fibrillation and deliver a low-energy shock to convert the heart to normal rhythm. This new therapy is intended for patients suffering from persistent symptomatic episodes of atrial fibrillation. The METRIX atrial defibrillator is the first of its kind to enter clinical investigation in the United States. InControl maintains corporate headquarters in Redmond, Washington and European headquarters in Brussels, Belgium. Its internet address is http://www.incontrol.com. This release includes forward-looking statements relating to future of the Company that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could affect the Company's actual results are described in the Company's latest Annual Report on Form 10-K filed with the SEC. the reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. -----END PRIVACY-ENHANCED MESSAGE-----