8-K

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): November 4, 2003

INVIVO CORPORATION

(Exact name of the Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-15963	77-0115161
(Commission File Number)	(IRS Employer Identification No.)

4900 Hopyard Road, Suite 210, Pleasanton, CA	94588
(Address of principal executive offices)	(Zip code)

(925) 468-7600

(The Registrant’s telephone number)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
SIGNATURE
EXHIBIT INDEX
Exhibit 99.01

Item 5. Other Events.

     On November 5, 2003, Invivo Corporation (the “Company”) issued a press release stating that the Company’s Board of Directors had unanimously rejected a proposal submitted to it on October 16, 2003 by Intermagnetics General Corporation (“IGC”) to engage in exclusive negotiations for IGC’s acquisition of Invivo. A copy of the press release is attached as Exhibit 99.01 to this Current Report.

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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.

Date: November 4, 2003		INVIVO CORPORATION
	By:	/s/ JOHN F. GLENN
		John F. Glenn Vice President-Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.01	Press Release, dated November 4, 2003, issued by Invivo Corporation.

-4- EX-99.01 3 f94217exv99w01.txt EXHIBIT 99.01 EXHIBIT 99.01 FOR IMMEDIATE RELEASE Company Contacts: James Hawkins President & CEO John Glenn CFO (925) 468-7600 INVIVO ANNOUNCES ITS REJECTION OF INTERMAGNETICS PROPOSAL PLEASANTON, CALIFORNIA, November 4, 2003....INVIVO CORPORATION (NASDAQ:SAFE), today announced that its Board of Directors had unanimously rejected the proposal submitted to it on October 16, 2003 by Intermagnetics General Corporation ("IGC") to engage in exclusive negotiations for IGC's acquisition of Invivo for a per share acquisition consideration oF $15 in cash and $4 per share of IGC common stock. Invivo's Board of Directors has advised IGC that Invivo's Board believed that this was not an optimal time to seek to sell or merge the company. The Board further determined that the proposed acquisition price, even recognizing the stock component at its full nominal value of $4 per share, represented a proposed premium of only 16.9% over Invivo's closing price as of October 16, 2003 (and 14% over yesterday's closing price). As such, the Board did not believe that it was in the interest of the Company and its stockholders to accept IGC's invitation to enter into exclusive take-over negotiations. Jim Hawkins, Invivo's President and CEO stated, "Over the last 18 months we have successfully completed the disposition of all of our significant non-medical operations and believe that we are very well positioned for future growth in both MRI monitoring, where we lead the industry, and in the non-MRI field where our products have gained substantial traction. This past April we acquired MDE, our first acquisition in several years, and we are very pleased with the early returns from this investment and excited about future growth prospects from MDE as well as our existing product lines. In addition we are pursuing, and will continue to pursue, other acquisition opportunities that will help to provide us with future growth. We have used excess cash on our balance sheet to complete a tender offer that provided additional liquidity to our stockholders and we completed a stock split that has enhanced the trading market for our shares." "Two weeks ago, and approximately one week after IGC submitted their proposal, we released results for the first quarter of fiscal 2004 that exceeded our previously announced expectations and that support the continuing optimism that I and my fellow directors have for our future," said Mr. Hawkins. Mr. Hawkins concluded, "The cash component within IGC's proposal is actually lower than yesterday's closing price for Invivo's shares. With respect to the nominal $4 value of the IGC shares included in their proposal, it is worth noting that IMG is trading near its 52 week high of $26 per share. In light of our optimism about our ability to continue to grow Invivo, as contrasted with the insignificant premium proposed by IGC to take control, our Board concluded that it was in our Company's and stockholders' interests not to accept this invitation." This press release contains forward-looking statements regarding our future operations and expectation of future events. These statements are identified by terminology such as "anticipates", "believes", "continue", "estimates", "expects" "intends", "may", "plans", "predicts", "should", or "will" or other terminology relating to future events. These statements involve certain risks and uncertainties. Factors that may cause actual results to differ from expected results include, but are not limited to, the uncertain growth prospects for new markets, the Company's dependence on a concentrated line of products, the effects of competitive products and pricing, economic and political conditions that may impact customers' ability to fund purchases of our products and services, risks associated with acquisitions, fluctuations in international exchange rates, product liability and product recall risks and other business factors. For information regarding these risks and other related risks, see the "Risk Factors" section of the Company's most recent Form 10-K on file with the SEC. Invivo Corporation's Invivo Research subsidiary designs, manufactures and markets monitoring systems that measure and display vital signs of patients in medical settings. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.01

                                                                   EXHIBIT 99.01

FOR IMMEDIATE RELEASE                           Company Contacts:


                                                           James Hawkins
                                                           President & CEO

                                                           John Glenn

                                                           CFO
                                                           (925) 468-7600

           INVIVO ANNOUNCES ITS REJECTION OF INTERMAGNETICS PROPOSAL

      PLEASANTON, CALIFORNIA, November 4, 2003....INVIVO CORPORATION
(NASDAQ:SAFE), today announced that its Board of Directors had unanimously
rejected the proposal submitted to it on October 16, 2003 by Intermagnetics
General Corporation ("IGC") to engage in exclusive negotiations for IGC's
acquisition of Invivo for a per share acquisition consideration oF $15 in cash
and $4 per share of IGC common stock. Invivo's Board of Directors has advised
IGC that Invivo's Board believed that this was not an optimal time to seek to
sell or merge the company. The Board further determined that the proposed
acquisition price, even recognizing the stock component at its full nominal
value of $4 per share, represented a proposed premium of only 16.9% over
Invivo's closing price as of October 16, 2003 (and 14% over yesterday's closing
price). As such, the Board did not believe that it was in the interest of the
Company and its stockholders to accept IGC's invitation to enter into exclusive
take-over negotiations.

      Jim Hawkins, Invivo's President and CEO stated, "Over the last 18 months
we have successfully completed the disposition of all of our significant
non-medical operations and believe that we are very well positioned for future
growth in both MRI monitoring, where we lead the industry, and in the non-MRI
field where our products have gained substantial traction. This past April we
acquired MDE, our first acquisition in several years, and we are very pleased
with the early returns from this investment and excited about future growth
prospects from MDE as well as our existing product lines. In addition we are
pursuing, and will continue to pursue, other acquisition opportunities that will
help to provide us with future growth. We have used excess cash on our balance
sheet to complete a tender offer that provided additional liquidity to our
stockholders and we completed a stock split that has enhanced the trading market
for our shares."

      "Two weeks ago, and approximately one week after IGC submitted their
proposal, we released results for the first quarter of fiscal 2004 that exceeded
our previously announced expectations and that support the continuing optimism
that I and my fellow directors have for our future," said Mr. Hawkins.

      Mr. Hawkins concluded, "The cash component within IGC's proposal is
actually lower than yesterday's closing price for Invivo's shares. With respect
to the nominal $4 value of the IGC shares included in their proposal, it is
worth noting that IMG is trading near its 52 week high of $26 per share. In
light of our optimism about our ability to continue to grow Invivo, as
contrasted with the insignificant premium proposed by IGC to take control, our
Board concluded that it was in our Company's and stockholders' interests not to
accept this invitation."

      This press release contains forward-looking statements regarding our
future operations and expectation of future events. These statements are
identified by terminology such as "anticipates", "believes", "continue",
"estimates", "expects" "intends", "may", "plans", "predicts", "should", or
"will" or other terminology relating to future events. These statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
from expected results include, but are not limited to, the uncertain growth
prospects for new markets, the Company's dependence on a concentrated line of
products, the effects of competitive products and pricing, economic and
political conditions that may impact customers' ability to fund purchases of our
products and services, risks associated with acquisitions, fluctuations in
international exchange rates, product liability and product recall risks and
other business factors. For information regarding these risks and other related
risks, see the "Risk Factors" section of the Company's most recent Form 10-K on
file with the SEC.

      Invivo Corporation's Invivo Research subsidiary designs, manufactures and
markets monitoring systems that measure and display vital signs of patients in
medical settings.