A Medical Device Daily

Amplification Technologies (Brooklyn, New York) said it will merge with a subsidiary of Powersafe Technology (Valley Stream, New York) in exchange for about 31.5 million shares of Powersafe, to be issued to Amplification shareholders and reserved for the exercise options and conversion of convertible preferred. Powersafe also will assume about $700,000 of non-convertible preferred stock. Powersafe currently has 7,075,000 shares of common stock issued and outstanding and no other issued securities, warrants or options in its capital structure.

The merger is expected to close next month.

Amplification says it has developed a solid-state semiconductor technology for low-level signal detection, which it calls multichannel discrete amplification. According to the company, the technology is designed to increase detectors' sensitivity and enable the creation of new detector systems for various applications, including medical diagnostics and drug discovery.

Jack Mayer, controlling stockholder of Amplification, was appointed director and president of Powersafe on March 31.

In connection with the merger, a group of investors invested $2 million in a transaction in which $625,000 was used to acquire 100% of the issued and outstanding stock of Powersafe; 95% acquired by the investors, including Mayer; 5% given to people who assisted in the transaction; and about $1,360,000 contributed by the new owners as capital to Powersafe.

Mayer and his wife acquired roughly 27.2% of the issued and outstanding shares of Powersafe.

Powersafe used about $1,280,000 to purchase non-convertible Series C preferred stock issued by Amplification, and $730,000 of such proceeds were used by Amplification to redeem non-convertible preferred stock of Amplification held by Mayer and a member of his family.

In other dealmaking: Navigation Capital Partners (Atlanta) reported that it has sold its ownership interests in Physicians Endoscopy (Doylestown, Pennsylvania) to a financial buyer as part of a recapitalization. The buyer and the financial terms of the deal were were not disclosed.

Physicians Endoscopy partners with gastrointestinal physicians to develop endoscopic ambulatory surgery centers on a de novo basis. The company provides management services for its partner centers and maintains a minority ownership stake in each project. It operates 14 centers throughout the U.S.

Navigation said it seeks to make controlled buyout and growth investments in companies with revenues between $20 million and $200 million.

Edgeview Partners advised Physicians Endoscopy and Navigation during the transaction.