Business Services Industry

Fischer Imaging Reports Update on Major Contracts

Business Wire, March 15, 2006

DENVER -- Fischer Imaging Corporation (Pink Sheets: FIMG) ("Fischer") announced today that it had received last time purchase orders from two major customers. Management also announced it had begun a formal auction process to sell its radiology, electrophysiology and surgical ("RE&S") business.

On March 9, 2006, Fischer entered into an amendment (the "Amendment") to the Distributor Agreement between Ethicon Endo-Surgery Europe (a subsidiary of Johnson & Johnson, Inc., "EES") and Fischer ("Agreement"). EES agreed to place a binding order with Fischer for 20 MammoTest tables (collectively, the "Tables") to be shipped to various locations in Europe. Fischer agreed to deliver the Tables no later than May 31, 2006, and agreed to provide applications training and warranty support for a specified period of time. Applications training and warranty support will be provided by a strategic partner since management plans to shut down its European subsidiaries in the near future. Fischer's European subsidiaries are in discussions with a strategic partner but if this fails, additional funds may need to be used to fund the operations until an appropriate strategic partner is located. If a strategic partner cannot be located at a reasonable cost, the cash contribution from the EES Tables could be at risk. It is expected that no further MammoTest systems will be sold to EES after shipment of the Tables. The terms of the Amendment are fully described in a Form 8-K filed today with the Securities and Exchange Commission.

Fischer currently supplies its VersaRad-D product to Eastman Kodak Company ("Kodak") under an OEM Agreement. In February 2006, management received a purchase order from Kodak for a last time purchase of VersaRad units, the terms of which are more fully described in the Form 8-K filed today. Management has committed to deliver 30 units against this purchase order. It is expected that no further VersaRad units will be sold to Kodak after the completion of the last time purchase order in May 2006.

The status of the Master Purchasing Agreement ("Philips Agreement") between Fischer and Philips Medical Systems DMC GmbH ("Philips") is still unresolved. Subsequent to a meeting in November 2005, Philips offered to settle the matter without litigation, and Fischer declined Philips' offer of settlement and referred Philips to the dispute resolution provisions of the Philips Agreement. Fischer is unable to predict whether Philips may file a suit or the amount, if any, that may be demanded by Philips, or the expense related to defending any claim. Any payments made by Fischer to or in connection with a claim by Philips may materially reduce amounts, if any, that may be available for satisfaction of creditor claims and distribution to Fischer's stockholders.

As of today, the only other Fischer product lines are the EPX-60 Single Plane EP Imaging System and the SPX Surgical Imaging System ("EP/SPX") and the Bloom Electrophysiology Stimulator ("Bloom"). Backlog for the EP/SPX and Bloom product lines is minimal; Fischer believes this is due to the market's perception of Fischer's financial condition.

On March 15, 2006, Fischer announced to certain potential bidders that it is starting a bidding process to sell its RE&S business, which includes EP/SPX, VersaRad and Bloom. Bidders have been asked to submit bids for the entire RE&S business, individual product lines or components thereof. Interested buyers should contact David Kirwan or Paula Rosson at (303) 452-6800 to obtain an overview of the bidding and auction procedures for the assets to be sold. Bids must be submitted by May 10, 2006, and an auction will be held on May 15, 2006. As soon as possible after the end of the auction, Fischer will enter into one or more written contracts of sale with the party or parties who submit the offer(s), which in Fischer's sole judgment, are most attractive bid(s) for the product lines. Fischer plans to continue to meet its RE&S service and warranty obligations until the completion of the sale of the product lines. If the effort to sell these Product Lines is unsuccessful, management will seek strategic partners to provide continuation of service for warranty and service contract obligations.

Under Delaware law, any sale of all or substantially all of Fischer's assets requires approval by Fischer's shareholders. In the event it is determined that the sale of the assets related to the product line(s) to a successful bidder would be considered a sale of all or substantially all of Fischer's assets, Fischer will either file a petition under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and immediately move to close the sale pursuant to Sections 363(b) and (f) of the Bankruptcy Code or seek the necessary shareholder approval.

As discussed more fully in the Form 10-Q for the quarter ended September 30, 2005, management cannot accurately estimate the amount of distribution to its stockholders, if any, until the following are finalized or resolved:


 

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