-----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, Rl9pzaJlNJP5wHYXkqWpybBSYY2Yo68F/ejxUkZDWZnPi3AH8r85YzZzolT8ynrN Bkn1c16LPLEWO0+AFATNgQ== 0001021408-01-502961.txt : 20010703 0001021408-01-502961.hdr.sgml : 20010703 ACCESSION NUMBER: 0001021408-01-502961 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMPHONIX DEVICES INC CENTRAL INDEX KEY: 0000930481 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 770376250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23767 FILM NUMBER: 1673812 BUSINESS ADDRESS: STREET 1: 2331 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1107 BUSINESS PHONE: 4082320710 MAIL ADDRESS: STREET 1: 2331 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1107 8-K 1 d8k.txt FORM 8-K 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) July 2, 2001 ------------ SYMPHONIX DEVICES, INC. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-23767 77-0376250 -------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2331 Zanker Road, San Jose, California 95131-1107 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 232-0710 ------------------ -------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On July 2, 2001, Symphonix Devices, Inc. disseminated a press release announcing that stockholders who entered into the Common Stock Purchase Agreement dated September 18, 2000 with Symphonix have exercised their right to a one-time adjustment to the purchase price under the agreement. The press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference. As indicated in the press release, the effect of the price adjustment is to increase the number of shares of common stock issued to the investors under the agreement from 6.4 million to 20.7 million, at no additional cost to the investors. As a result, the shares of common stock outstanding will increase from approximately 21.0 million shares to approximately 35.4 million shares, and the investors will own approximately 58% of the outstanding shares of Symphonix common stock. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated July 2, 2001. 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. SYMPHONIX DEVICES, INC. /S/ Kirk B. Davis ------------------------------------- Kirk B. Davis President and Chief Executive Officer Date: July 2, 2001 Exhibit Index - -------------------------------------------------------------------------------- Exhibit No. - ----------- - -------------------------------------------------------------------------------- 99.1 Press Release dated July 2, 2001 - -------------------------------------------------------------------------------- EX-99.1 2 dex991.txt PRESS RELEASE DATED JULY 2, 2001 Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: Jeanne Berkowitz/Krista Lambly Fischer & Partners, Inc. 310/577-7870, ext. 164/125 jberkowitz@fischerhealth.com klambly@fischerhealth.com Investor Contact: Terence Griffin Chief Financial Officer (408) 232-0710 SYMPHONIX DEVICES PRIVATE PLACEMENT INVESTORS EXERCISE RE-PRICING OPTION SAN JOSE, Calif. (July 2, 2001) -- Symphonix Devices, Inc. (NASDAQ:SMPX) announced today that investors from the November 10, 2000 private placement financing have exercised their right to a one-time adjustment to the purchase price under the terms of the agreement. The terms of the agreement allowed the investors a one-time price adjustment during the two-year period following the date of the financing. The effect of this price adjustment is to increase the number of shares of common stock issued to the investors in the private placement financing from 6.4 million to 20.7 million, at no additional cost to the investors. As a result, the shares of common stock outstanding will increase from approximately 21.0 million shares to approximately 35.4 million shares, and the investors will own approximately 58% of the outstanding shares of the Company's common stock. "We are pleased that all the investors, led by Patricof & Co. and J.P. Morgan Partners have made this election," said Kirk Davis, president and chief executive officer of Symphonix. "We believe that, with the reset provision exercised, our stock will be free of any perceived encumbrances." About Symphonix Founded in 1994, Symphonix Devices, Inc. is a hearing technology company dedicated to developing a family of products to improve communication ability and quality of life for the millions of hearing-impaired people limited by current hearing solutions. more..... Symphonix Devices Private Placement Investors Exercise Re-Pricing Option...Page - ------------------------------------------------------------------------------- 2 of 2 - ------ Symphonix' Vibrant Soundbridge is a surgical implant designed to work with the natural structures of the middle ear to enhance hearing and communication ability for people with hearing impairment. The device can be implanted during a short, outpatient surgical procedure. More information about Symphonix can be found at http://www.symphonix.com or by calling (800) 833-7733. Statements made in the press release regarding the future performance of our common stock are "forward looking statements" and are subject to a number of uncertainties that could cause actual results to differ materially from the statements made. Such risks and uncertainties include, but are not limited to, the Company's products failing to achieve widespread market acceptance. Further information on potential factors that could affect the Company's financial results is included in the Company's Form 10-K for the 2000 fiscal year filed with the Securities and Exchange Commission. ### Symphonix and Vibrant are registered trademarks of Symphonix Devices, Inc. Soundbridge is a trademark of Symphonix Devices, Inc. -----END PRIVACY-ENHANCED MESSAGE-----