-----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, FI/ht0EKzP7wPVmU07LtjtXnnI6a3X9sms15sbwj30mSLL7kXxHSzN/Ex8ecL9Yb dZIBfnMX4wMH2go5U/sLFg== 0000914317-06-001821.txt : 20060615 0000914317-06-001821.hdr.sgml : 20060615 20060615111107 ACCESSION NUMBER: 0000914317-06-001821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060613 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060615 DATE AS OF CHANGE: 20060615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDISCIENCE TECHNOLOGY CORP CENTRAL INDEX KEY: 0000064647 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221937826 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07405 FILM NUMBER: 06906441 BUSINESS ADDRESS: STREET 1: 1235 FOLKESTONE WY CITY: CHERRY HILL STATE: NJ ZIP: 08034 BUSINESS PHONE: 6094287952 MAIL ADDRESS: STREET 1: 1235 FOLKESTONE WAY CITY: CHERRY HILL STATE: NJ ZIP: 08034 FORMER COMPANY: FORMER CONFORMED NAME: CARDIAC TECHNIQUES INC DATE OF NAME CHANGE: 19730920 8-K 1 form8k-77317_mdsc.txt UNITED STATES 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 13, 2006 MEDISCIENCE TECHNOLOGY CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW JERSEY 0-7405 22-1937826 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1235 Folkestone Way, P.O. Box 598, Cherry Hill, New Jersey 08034 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 485 0362 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2- below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c)) Section 1 Registrants Business and Operations Item 1.01. Entry into a material definitive agreement (June 13, 2006) MEDISCIENCE TECHNOLOGY CORP. (MDSC-OTC) and a New York Investment Group executed an agreement seeking a minimum of $5 million and a maximum of $10,000,000 on terms favorable to registrant's shareholders and providing for a "firm commitment public offering' by Registrants wholly owned subsidiary for its Ingestible Diagnostic Pill presently under joint development with its equity partner INFOTONICS Research of Rochester NY --the" Compact Photonic Explorer". The Underwriting Agreement and related agreements shall contain such other terms and conditions as are customarily contained in agreements of such character. (Submitted in full compliance with sections 8-K 1.01 and 2.01 re: "materiality" as applicable and in fulfillment of SEC Section 6, 6.01 Regulation (FD) Full Disclosure, and Section 7 and 7.0 as well as all applicable and presently effective Sarbanes-Oxley disclosure requirements under Regulation G. Item 9.01 Financial Statements and Exhibits c) Exhibits 99.1 Press Release of the Company, dated June 13, 2006 - -------- MEDISCIENCE TECHNOLOGY CORP. (OTCBB- MDSC) reports Investment Banking Agreement for a "firm commitment public offering' minimum of $5 million and a maximum of $10,000,000 for its Ingestible Diagnostic Pill. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on November 12,2004 s/s Peter Katevatis CEO Mediscience Technology Corp. June 13, 2006 EX-99.1 2 ex99-1.txt EXHIBITS 99.1 press release (BW)(NJ-MEDISCIENCE)(MDSC) Mediscience Technology Corp. Reports Investment Banking Agreement for a "Firm Commitment Public Offering' Minimum of $5 Million and a Maximum of $10,000,000 for Its Ingestible Diagnostic Pill CHERRY HILL, N.J.--(BUSINESS WIRE)--June 12, 2006--Mediscience Technology Corp. (OTCBB: MDSC) and a New York Investment Group executed an agreement seeking a minimum of $5 million and a maximum of $10,000,000 on terms favorable to the company's shareholders and providing for a "firm commitment public offering" by the company's wholly owned subsidiary for its Ingestible Diagnostic Pill (the" Compact Photonic Explorer") presently under joint development with its equity partner Info tonics Research of Rochester, NY. The Underwriting Agreement and related agreements shall contain such other terms and conditions as are customarily contained in agreements of such character. Peter Katevatis CEO states that the Mediscience/Infotonics photonic technology based Biopsy Pill (CPE) application demonstrates great promise in providing a non-invasive, preliminary means of detecting in vivo pre-cancerous and cancerous tissues in the upper digestive tract with the use of diagnostic photonics molecular data as compared to other scientific technology platforms upon which pill technology is being produced; e.g. (Given Imaging--Olympus). The agreement, for this IP application , with equity partner Infotonics brings synergistic and strategic fit leveraging the Center's nano-technology capabilities and resources to provide Mediscience, present and future associates with an exceptional state of the art competitive advantage. The Mediscience/Infotonics Photonic Biopsy Pill has the potential to become a market leader in diagnostic technology, perhaps the industry standard, as a new molecular diagnostic device that physicians will embrace because it addresses real concerns of the current marketplace. Infotonics Technology Center and Mediscience Technology Corp. (MTC) are jointly developing the "Compact Photonic Explorer" (CPE), or" pill camera," for medical applications. The initial focus of the project is developing a (CPE) that would detect cancer and monitor body functions. The (CPE) stems from a collaborative, Infotonics-funded research effort at eight universities over the past two years. The proof-of-concept research for the (CPE) was led by Dr. Robert Alfano and his team at City University of New York (CUNY), Binghamton, RPI, Rochester Institute of Technology, the University of Rochester, and Boston University. About Mediscience Technology Mediscience Technology Corporation and its New York subsidiary, Medi-photonics Development Company LLC, is engaged in the design, development and commercialization of medical devices that detect cancer and molecular physiological change using frequencies of light that are emitted, scattered and absorbed to distinguish malignant, precancerous, or benign tissues from normal tissues. Mediscience's exclusive protected non-invasive technology to be presented to the market place in a broad array of individual applications, one of which is the (CPE), combines the advantages of real-time results with enhanced diagnostic sensitivity and specificity compared with other methods of cancer detection About the Infotonics Center The Infotonics Technology Center Inc. is a not-for-profit corporation that operates New York State's Center of Excellence in Photonics and Microsystems. The Rochester Regional Photonics Clusters an industrial partner, and academic participants include 20 New York State colleges and universities. Infotonics' goal is to establish a unique, world-class research and development facility to enable rapid commercialization of new products. This initiative will provide major benefits to the region, including creation of jobs and attraction of new companies and investment revenue. 8-K filing May 24, 2006 52 Pg Syracuse University Report www.infotonics.org/ResearchProjects/CompactPhotonicExplorers.asp www.cunyphotonics.com MEDISCIENCETECH.com See Mediscience 8-K filing dated September 8, 2004 (See CITIGROUP/Smith Barney Analyst Report 10-1-2004 by Peter Bye. Page 20 Registrant-Infotonics). INVESTOR NOTICE: Certain of the matters discussed in this announcement contain forward-looking statements that involve material risks to and uncertainties in the parties/ company's business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include among other things, the availability of financing, the parties/ company's ability to implement its long-range business plan for various applications of its technology; the company's ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary US regulatory clearances applicable to applications of the company' technology; and management of growth and other risked and uncertainties that may be detailed from time to time in the parties/company's reports filed with the Securities and Exchange Commission. This disclosure is intended to satisfy: SEC Section 6, 6.01 Regulation, disclosure and Section 7 and 7.0 as well as all applicable and presently effective Sarbanes-Oxley disclosure requirements under Regulation G. CONTACT: Mediscience Technology Corp: CEO Peter Katevatis, 215-485-0362 metpk@aol.com Infotonics Research President David R. Smith, 585-230-5171 david.r.smith@infotonics.org -----END PRIVACY-ENHANCED MESSAGE-----