-----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, NBPAOsOR1eGGK1rSfj6fahqhH3L15HjcU0OEOJrOxMXEIfJ+K+Ge+CcCbp55OE/T CM9gNiz6qa/W2SC/Dp2afQ== 0000899140-99-000316.txt : 19990505 0000899140-99-000316.hdr.sgml : 19990505 ACCESSION NUMBER: 0000899140-99-000316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPRIUS INC CENTRAL INDEX KEY: 0000722567 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 222457487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11914 FILM NUMBER: 99610303 BUSINESS ADDRESS: STREET 1: 47 JONSPIN RD CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 9786578876 MAIL ADDRESS: STREET 1: 46 JONSPIN ROAD STREET 2: 46 JONSPIN ROAD CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED NMR SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 CURRENT REPORT ON 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): April 27, 1999 CAPRIUS, INC. ------------- (Exact name of registrant as specified in its charter) Delaware 0-11914 22-2457487 - -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 46 Jonspin Road, Wilmington, Massachusetts 01887 ------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's Telephone Number including Area Code: (978) 657-8876 Item 5. Other Events On April 28, 1999, Caprius, Inc. (the "Registrant") announced that it had concluded the sale of its Aurora(R) breast scanner technology related assets to Pacific Republic Capital Corp ("Pacific") for approximately $850,000 in cash and the assumption by Pacific of certain obligations associated with the transferred assets. The Registrant further announced that the settlement of the shareholders class action, which was commenced in January 1998, was given final court approval in Federal Court in Boston. A copy of the Press Release issued by the Registrant is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits: The following exhibit is filed as part of this report: 99.1 Press Release, dated April 28, 1999 issued by Caprius, Inc. -2- 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. CAPRIUS, INC. Dated: May 4, 1999 By: /s/ Enrique Levy ---------------- Name: Enrique Levy Title: President -3- EXHIBIT INDEX ------------- The following Exhibit is filed herewith. Sequentially Exhibit Numbered Number Description Page - ------ ----------- ---- 99.1 Press Release issued by Caprius, 5 Inc., dated April 28, 1999. -4- EX-99.1 2 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE Contact: Beverly Tkaczenko @ 800.476.0569 CAPRIUS ANNOUNCES SALE OF ITS TECHNOLOGY ASSETS Fort Lee, NJ - April 28, 1999 - Caprius, Inc. (Nasdaq: CAPR) announced today that it had concluded a sale of all of its Aurora(R) breast scanner technology related assets. The Company sold the assets to Pacific Republic Capital Corp. of California. The terms of the transaction provide for payment to Caprius of approximately $850,000 and the assumption by the buyer of all the debt associated with this technology as well as the lease at the Company's Wilmington facility. The equipment debt of which Caprius is now relieved exceeds $1.1 million. Under the terms of the contract, Caprius will transfer all of its technology-related assets including the Aurora(R) Centers at Faulkner Hospital, Englewood Hospital and Medical Center, University of Arkansas for Medical Sciences, and Magee Women's Hospital. Caprius has also sold the related inventory and fixed assets. The buyer shall retain the current employees. Caprius has over the past year been attempting to identify a financial partner for its technology. Caprius conducted discussions with numerous potential parties, none of which led to an acceptable proposal. The cash reserves of the Company, after several downsizing events that were started more than six months ago, had dwindled to near depletion at the time of this closing. The consummation of this transaction avoided the imminent necessity of closing the technology activities without relief from the associated debt. The buyer at the time of closing was the only party with the capacity and desire to assume the debt and compensate Caprius on an immediate basis. Caprius intends to aggressively pursue ways that can maximize shareholder value. The Company currently has dramatically reduced its overhead, provided for the extinguishment of its debt, and is left with limited funds and the Strax Institute, a comprehensive breast-imaging center in Lauderhill, Florida. Caprius shall focus its efforts in identifying, as quickly as possible, a candidate who can help utilize the Company's assets as a vehicle for the enhancement of shareholder value. Caprius further announced that the settlement of the shareholders class action commenced in January 1998 obtained final court approval in Federal Court in Boston. SAFE HARBOR STATEMENT: The statements made in this press release that are not historical fact are "forward-looking statements" which are based upon current expectations that include a number of risks and uncertainties. Investors are encouraged to review a more comprehensive listing of cautionary statements and risk factors contained in the Company's Forms 10-K and 10-Q SEC filings. ### -5- -----END PRIVACY-ENHANCED MESSAGE-----