North American Scientific Inc - Current report filing (8-K)
September 05 2008 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
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 (Date of earliest event reported): August 29, 2008
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
|
0-26670
|
51-0366422
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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20200
Sunburst Street, Chatsworth, CA
|
91311
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(Address
of principal executive offices)
|
(Zip
Code)
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Registrant’s
telephone number, including area code: (818) 734-8600
Check
the
appropriate box below if the Form 8-K filing is intended to be simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425).
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
See
the
disclosure set forth under Item 2.01, which is incorporated by reference into
this Item 1.01.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
September 5, 2008, North American Scientific, Inc. (the “Company”) consummated
the sale of tangible and intangible assets of the Company’s non-therapeutic
radioactive source business (the “Business Assets”) to Eckert & Ziegler
Isotope Products, Inc. (the “Buyer”), pursuant to the terms of the Purchase and
Sale Agreement entered into on August 29, 2008 (the “Agreement”).
Under
the
Agreement, the Buyer has agreed to pay to the Company an aggregate of up to
$6
million payable as follows: (i) $3 million cash at the closing, (ii) a secured
promissory note of $2 million due January 15, 2009, and (iii) an additional
payment of up to $1 million if certain revenues are achieved in the thirteen
month period after closing. The purchase price is subject to adjustment based
upon materials inventory balances. In connection with the sale of the Business
Assets, the Buyer also agreed to assume certain liabilities of the Company
relating to the transferred business.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the text of the Agreement, which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 3, 2008, the Company issued a press release announcing the sale of
Business Assets. A copy of the press release is attached as Exhibit 99.1 to
this
Current Report on Form 8-K and is incorporated herein by reference.
The
foregoing information is furnished pursuant to Item 7.01 and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section, nor shall
it
be deemed incorporated by reference in any filing under the Securities Act
of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro forma financial information.
The
Company will file the pro forma financial information required by this Item
as
an amendment to this Form 8-K not later than 71 calendar days after the date
on
which this Form 8-K is required to be filed.
(d)
Exhibits.
Exhibit
Number
|
Description
|
|
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2.1
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Purchase
and Sale Agreement by and between North American Scientific, Inc.
and
Eckert & Ziegler Isotope Products, Inc., dated as of August 29,
2008.
|
|
|
99.1
|
Press
Release, dated September 3, 2008.
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Signatures
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.
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NORTH AMERICAN SCIENTIFIC, INC.
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|
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September
5,
2008
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By:
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/s/
John
B. Rush
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John
B. Rush
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|
President
and
Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
|
2.1
|
Purchase
and Sale Agreement by and between North American Scientific, Inc.
and
Eckert & Ziegler Isotope Products, Inc., dated as of August 29,
2008.
|
|
|
99.1
|
Press
Release, dated September 3, 2008.
|
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