A Medical Device Daily

AFP Imaging (Elmsford, New York) reported that it has closed on the sale of 2.7 million shares of its common stock in a placement raising nearly $5 million. The offering was priced at $1.80 per share.

In conjunction with the placement, the company granted the investors certain rights with respect to the resale of the shares acquired.

David Vozick, chairman of AFP, said the funding will support growth in the company's imaging product line. "AFP continues to invest in new technologies to support the clinical transition from analog to digital imaging, and to maintain its competitive advantage in the rapidly expanding human and veterinary dental imaging markets."

AFP manufactures digital radiography and other imaging equipment, reporting its branded products used in more than 100,000 dental, veterinary and medical facilities. Its new product initiatives include the Digi-Vet Equine system and an OEM agreement with the Easy Dental subsidiary of Henry Schein (Melville, New York) for the sale of its intra-oral digital X-ray sensor.

Hanger Orthopedic (Bethesda, Maryland) reported that it will undertake a refinancing of all outstanding bank and bond indebtedness and preferred stock, utilizing proceeds from a $50 million private placement of 3.33% convertible perpetual preferred stock to Ares Corporate Opportunities Fund, a private equity fund of Ares Management; a new senior secured credit facility comprised of a $230 million term loan and a $75 million revolving credit facility; and a private offering of up to $190 million principal amount of senior unsecured notes.

Hanger said it will use about $166 million to repay indebtedness outstanding as of March 31 under its existing revolving credit and term loan facilities, $200 million to refinance its 10-3/8% senior notes, due 2009, $16 million to refinance its outstanding 11%-1/4% senior subordinated notes, due 2009, and about $65 million to redeem its outstanding 10% redeemable preferred stock.

Bausch & Lomb (B&L; Rochester, New York) said it will commence cash tender offers and consent solicitations for three issues of outstanding debt securities and consent solicitations with respect to two issues of outstanding convertible debt. The three securities: $150 million, 6.95% notes, due 2007; $50 million, 5.9% notes, due 2008; and $183.87 million, 7.125% debentures, due 2028.

The company said its current inability to file periodic reports with the SEC or to deliver compliance certificates to the Trustee under each indenture, will not constitute defaults.

Stephen McCluski, senior vice president and CFO, said the actions "will be funded by cash on hand and will allow us to prudently manage debt and the related future interest expense."

Each offer to purchase expires at 5 p.m., June 2, 2006, unless extended. The consent solicitation will expire at 5 p.m., EST, May 17, unless earlier terminated or extended.

B&L also is soliciting identical consents from holders of the following convertible debt instruments: $4.1 million, floating rate convertible senior notes due, 2023; and $155.9 million, senior convertible securities, due 2023.

Holders who deliver valid consents on or prior to May 17 will receive a consent payment of $1 per $1,000 of principal amount of the securities at the end of each 30-day period from June 2 until the earlier of the filing of the required documents with the SEC and the Trustee, or Oct. 2. The consent solicitation will expire at 5 p.m., May 17, unless earlier terminated or extended.

In other financing activity:

Laser manufacturerSpectranetics (Colorado Springs, Colorado) reported that it is offering 3.6 million shares of common stock at an offering price of $12.50 a share. The offering is salted to close on May 9, subject to the satisfaction of customary closing conditions.

Spectranetics has granted the underwriters a 30-day option to purchase another 540,000 shares of common stock to cover any over-allotments.

Jefferies & Co. is the sole book runner and lead managing underwriter. First Albany Capital is the co-lead manager, and Montgomery & Co. and Rodman & Renshaw are acting as co-managers for the offering.

Spectranetics makes single-use medical devices used in minimally invasive cardiovascular procedures for use with its proprietary excimer laser system.

• Rescentris (Columbus, Ohio), a provider of electronic laboratory notebook (ELN) software for the life sciences industry, reported completing a Series A financing, the amount and funding sources not disclosed.

Rescentris said the funds will be used to expand sales and marketing programs; increase penetration of its brand in the ELN market and enable broadening the applications of its R&D information management solutions for multi-discipline life sciences, particularly for biotech companies.

Rescentris' flagship software, the Collaborative Electronic Research Framework (CERF), integrates scientific content management with an ELN. CERF is built on a semantic web technology infrastructure enabling extensible management of rich research content. CERF development was supported by a grant from the State of Ohio's Third Frontier Project in collaboration with the BioMedical Informatics department of The Ohio State University (Columbus).

• PBI Technology (PBI Tech; Seattle) reported entering an agreement with Evergreen Innovation Partners (Evergreen), granting Evergreen an exclusive, license to patents and know-how for its SalivaSac technology for use in consumer and over-the-counter markets. SalivaSac is a device that collects a sterile filtrate of saliva.

Evergreen's efforts will focus initially on saliva-based screening for elevated glucose levels but said it may extend this to screening for cholesterol and certain hormones. If successful, PBI Tech and Evergreen IP will share royalties on sales of future products derived from the SalivaSac.

Mario Ehlers, MD, PhD, president and COO of PBI Tech, said: "We believe we have an opportunity to address a significant unmet need, namely development of a home-based screening device for assessing risk for diabetes and associated complications. . . An estimated 41 million individuals in the U.S. alone who are pre-diabetic and at high risk of developing diabetes."

PBI Tech develops molecular diagnostic technologies, non-invasive diagnostic devices, and early-stage, targeted drug candidates for cardiovascular, bone and joint, and metabolic disorders.