A Diagnostics & Imaging Week
Intermagnetics General (Latham, New York) reported filing a shelf registration with the Securities and Exchange Commission (SEC) enabling it to offer preferred stock, common stock, senior and subordinated debt and warrants, as well as units and purchase contracts that may include one or more of those securities. It did not specify the number of shares or proposed pricing.
"It is both timely and appropriate to add a shelf registration statement to our portfolio of tools to pursue our strategic objectives," said Glenn Epstein, CEO and chairman. "While we have no imminent needs or present plans to issue securities, we are positioning ourselves to be increasingly nimble and flexible …"
Intermagnetics offers products in the MRI market, plus what it terms "expanding businesses within medical devices that encompass in vivo diagnostic imaging . . . and in vivo patient care." The company also participates in superconducting applications for energy technology.
Medwave (Danvers, Massachusetts) said it has closed on more than $4.43 million of additional capital to help further fund its growth and "aggressive market entry" with the Primo system, Legato OEM Developer's Kit and other new products expected to be released during 2006.
The terms of the financing included the sale of more than 1.6 million shares of common stock at a price of $2.74 per share with additional investment rights (warrants) for up to 404,403 shares of common stock at an exercise price of $3.29 per share.
The additional warrants are exercisable only after six months from the closing date and have a five-year life.
Canaccord Adams Inc. was placement agent.
The financing was led by H&Q Healthcare Investors and H&Q Life Sciences Investors (San Francisco). Additional investors included Heartland Advisors (Milwaukee), Nite Capital (Chicago), Paragon Capital (New York) and certain other smaller investors.
Medwave develops sensor-based non-invasive blood pressure solutions.
In other financing news:
• Cepheid (Sunnyvale, California), said it has filed a preliminary prospectus supplement with the Securities and Exchange Commission relating to an underwritten public offering of 10 million primary shares of common stock plus an option to purchase up to an additional 1.5 million shares to cover any over-allotments.
The book-running manager of the proposed offering is UBS Investment Bank, and co-managers are William Blair & Co. and Robert W. Baird & Co.
Cepheid is a molecular diagnostics company that develops integrated systems for genetic analysis in the clinical, industrial and biothreat markets. The company's systems are designed to enable rapid, sophisticated genetic testing for organisms and genetic-based diseases by automating otherwise complex manual laboratory procedures.
• HealthSouth (Birmingham, Alabama) said it plans to issue up to $300 million of convertible perpetual preferred stock through an offering to qualified institutional buyers via a private placement exemption under the Securities Act of 1933.
This new offering follows on the heels of the company's proposed $445 million class- action settlement for federal securities and fraud claims.
This preferred stock will be convertible into HealthSouth common stock.
The company said that the purpose of the preferred stock issuance is to reduce HealthSouth's outstanding indebtedness.
If the company successfully completes its previously disclosed recapitalization transactions, the amount of senior unsecured interim term loans the company will be permitted to borrow in connection with the recapitalization transactions will be reduced by the amount of gross proceeds that HealthSouth receives from the preferred stock issuance.
If the recapitalization transactions are not completed, the company will use the net proceeds that it receives from the preferred stock issuance to repay a portion of its outstanding senior unsecured indebtedness.
HealthSouth is one of the nation's largest providers of outpatient surgery, diagnostic imaging and rehabilitative healthcare services, operating facilities nationwide.
• Imagin Molecular (Oakbrook, Illinois) reported that the company's wholly owned subsidiary, Positron Acquisition, has reached an agreement with Positron (Houston) to convert a convertible promissory note into about 70 million shares of Positron common stock.
The transaction will be effective immediately upon ratification of Positron's increase of its authorized stock. The shares will be restricted and at current prices have a value of about $14 million.
Imagin is dedicated to business opportunities in positron emission tomography manufacturing.