-----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, Kg/ggqb5aLx7OxPvbuhmsa/kuGFZLhArU19VFtYFrXL6pPg5yVS+m5BEn/TPjWX4 ddqHeQFFTMcdwSG4I+tb6w== 0001193125-03-014167.txt : 20030627 0001193125-03-014167.hdr.sgml : 20030627 20030627160815 ACCESSION NUMBER: 0001193125-03-014167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030625 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030627 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: 1934 Act SEC FILE NUMBER: 000-23767 FILM NUMBER: 03761484 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.htm FORM 8-K 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)   

June 25, 2003


 

 

SYMPHONIX DEVICES, INC.


(Exact name of registrant as specified in its charter)

 

 

Delaware


  

000-23767


  

77-0376250


(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

1735 First Street, Suite 311, San Jose, California


  

95112


(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 2.    Acquisition or Disposition of Assets

 

On June 25, 2003, Symphonix Devices, Inc. closed the sale of substantially all its remaining assets to a wholly-owned subsidiary of Med-El Elektromedizinische Geräte Gesellschaft m.b.H. Pursuant to the terms of an amended asset purchase agreement among the parties, Symphonix received $2.0 million in exchange for certain of its assets including inventory, property & equipment and intellectual property and the assumption of all patient-related liabilities, including the warranty of all Vibrant Soundbridges currently in use. Symphonix will receive an additional $0.5 million if and when Med-El is able to manufacture the Vibrant Soundbridge in accordance with specifications.

 

A press release disseminated by Symphonix announcing the closing of the transaction is filed as an exhibit to this report.

 

Item 7.    Financial Statements and Exhibits

 

  (c)   Exhibits

 

99.1    Press Release


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:    June 25, 2003


EXHIBIT INDEX

 

Exhibit No.

    

99.1

   Press Release
EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Investor Contact:

   Terry Griffin, CFO
     (408) 232-0710

MED-EL Contact:

   Deborah Beddingfield
     888-633-3524

 

 

FOR IMMEDIATE RELEASE

 

 

ASSET SALE TO MED-EL COMPLETED

 

SAN JOSE, Calif.—June 26, 2003—Symphonix® Devices Inc. (OTCBB: SMPX) – developers of the world’s first FDA-approved middle-ear implant for moderate to severe sensorineural hearing loss – announced today that the sale of substantially all its remaining assets to MED-EL, GmbH, an Austrian manufacturer of cochlear implants, has closed.

 

“I’m very pleased that the transition process has gone so smoothly,” said Geoff Ball, inventor of the Vibrant® Soundbridge® and Vibrant-MED-EL CTO, “It is a testament to both the professionalism of the two companies and MED-EL’s commitment to assimilating the Vibrant Soundbridge technology into their product offering.”

 

MED-EL intends to keep the Vibrant Soundbridge name and offer the product through its global distribution channels.

 

Wilmington Trust has been appointed to manage the winding down of the affairs of Symphonix. In conjunction with the move, each of Symphonix’ Board Members have resigned.

 

Additionally, Symphonix officially ceased trading on the Over-the-Counter Bulletin Board (OTCBB) after the closing bell yesterday, June 25, 2003.

 

(more)


The Vibrant Soundbridge product represents an innovative approach to hearing improvement – the first implantable middle ear hearing device. Unlike conventional acoustic hearing aids, which increase the volume of sound that goes to the eardrum, the Vibrant Soundbridge bypasses the ear canal and eardrum by directly vibrating the small bones in the middle ear. Because of its design, no portion of the device is placed in the ear canal itself. The Vibrant Soundbridge has been approved by the FDA as a safe and effective treatment option for adults with moderate to severe sensorineural hearing loss who desire an alternative to acoustic hearing aids.

 

About Symphonix Devices, Inc.

 

Symphonix Devices Inc. is a hearing technology company in the process of dissolution. 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 medical procedure. More information about Symphonix Devices, Inc. can be found at www.symphonix.com.

 

About MED-EL

 

Over 25 years ago researchers who later founded MED-EL developed one of the world’s first cochlear implants. Today, MED-EL is growing faster than any other cochlear implant company and is the global leader in innovative technology in the field. MED-EL products are the result of collaborative efforts by MED-EL engineers, surgeons, audiologists, therapists, and of course, implant users.

 

MED-EL has their worldwide headquarters in Innsbruck, Austria, a North American headquarters in Durham, North Carolina and 13 other subsidiaries worldwide. MED-EL has implanted their devices in over 400 clinics, in 70 countries worldwide. More information about MED-EL can be found at http://www.medel.com.

 

Statements made in the press release regarding the dissolution of the company and the one-time shareholder dividend 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 ability of MED-EL to successfully manufacture and market the Vibrant Soundbridge. Further information on potential factors that could affect the Company’s dissolution and asset sale is in the Company’s definitive proxy statement, and Form 10-K for the 2002 fiscal year filed with the Securities and Exchange Commission.

 

Symphonix, Vibrant and Soundbridge are registered trademarks.

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