-----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, BnZhQCkw9aUUNUYO5r9dvmgovhYEAivzcm/AeFf6qJrWEj7hVlsD+hebY74m388a hkohwpt2lKEbK7AiJnf0Zg== 0000912057-01-001531.txt : 20010123 0000912057-01-001531.hdr.sgml : 20010123 ACCESSION NUMBER: 0000912057-01-001531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISION SCIENCES INC /DE/ CENTRAL INDEX KEY: 0000894237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20970 FILM NUMBER: 1509001 BUSINESS ADDRESS: STREET 1: 9 STRATHMORE ROAD CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086509971 8-K 1 a2035392z8-k.txt 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: January 16, 2001 VISION-SCIENCES, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20970 13-3430173 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 9 STRATHMORE ROAD, NATICK, MA 01760 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (508) 650-9971 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS Vision-Sciences, Inc., (the "Company") announced on January 3, 2001 that the Company has completed a $3,464,200 private equity placement with Mr. Katsumi Oneda, Chairman, CEO and President, Mr. Lewis Pell, Vice Chairman, Dr. Gerald B. Lichtenberger, Vice President of Business Development, Mr. Kenneth Anstey, a member of the Company's Board of Directors and a group of private investors. The Company sold an aggregate of 5,587,418 shares of common stock at a price of $0.62 per share, which represents 80% of the average closing price of the common stock during the five trading days ended December 11, 2000. A copy of the Company's press release regarding the transaction is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. EXHIBIT 99.1 Press release, dated January 3, 2001, announcing $3.5 million private placement. 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: January 16, 2001 VISION-SCIENCES, INC. By: /s/ James A. Tracy ---------------------- James A. Tracy Vice President Finance, Chief Financial and Accounting Officer EX-99.1 2 a2035392zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 CONTACT: Gerald B. Lichtenberger, Ph.D. V.P. Business Development Tel: (845) 365-0600 FOR IMMEDIATE RELEASE VISION-SCIENCES, INC. ANNOUNCES $3.5 MILLION PRIVATE PLACEMENT Natick, Mass. - January 3, 2001 -- Vision-Sciences, Inc., (Nasdaq: VSCI) (the "Company") today announced that the Company has completed a $3,464,200 private equity placement with Mr. Katsumi Oneda, Chairman, CEO and President, Mr. Lewis Pell, Vice Chairman, Dr. Gerald B. Lichtenberger, Vice President of Business Development, Mr. Kenneth Anstey, a member of the Company's Board of Directors and a group of private investors. The Company sold an aggregate of 5,587,418 shares of common stock at a price of $0.62 per share, which represents 80% of the average closing price of the common stock during the five trading days ended December 11, 2000. In the offering, Mr. Oneda and Mr. Pell each purchased 1,612,903 shares, Dr. Lichtenberger purchased 81,000 shares, Mr. Anstey purchased 161,290 shares and the remaining investors purchased 2,119,322 shares. After this transaction, Mr. Oneda and Mr. Pell will own approximately 25.1% and 24.7%, respectively, of the outstanding shares of the common stock of the Company. Mr. Oneda stated, "This investment will be used for working capital purposes, to upgrade the efficiency of our sheath manufacturing equipment and will also include the proposed financing of the Company's proportionate share of expected new developments at the Company's Israeli affiliate, 3DV Systems, Ltd., which we feel has demonstrated great progress and potential. Together, Mr. Pell and I have invested $14 million in the Company since 1995 in support of the Company's vision, and we continue our firm belief in that vision. Mr. Pell and I believe that the recent decline in the price of the Company's stock does not reflect the true value of the Company's assets, including its improving operations and its investments in Israeli-based technologies." Vision-Sciences, Inc. develops, manufactures and markets unique flexible endoscopic products utilizing disposable sheaths (the EndoSheath-TM-) which provide the users quick, efficient product turnover while ensuring the patient a contaminant-free product. Information about the Company and its products can be found on the Internet at http://www.visionsciences.com. Except for the historical information herein, the matters discussed in this news release include forward-looking statements that may involve a number of risks and uncertainties. Future results may vary significantly based on a number of factors including, but not limited to, the Company's history of losses, the potential lack of third-party reimbursements for the Company's products, regulatory restrictions by the FDA and other regulatory agencies, the availability and cost of certain components and subassemblies purchased from third parties, risks in market acceptance of new products and services and continuing demand for same, the impact of competitive products and pricing, the Company's ability to protects its intellectual property, potential exposure to product liability risks, and other risk factors detailed in the Company's most recent annual report and other filings with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----