Fischer Imaging Reports Sale of Remaining Businesses.DENVER -- Fischer Imaging Corporation (Pink Sheets: FIMG FIMG Familial Infantile Myasthenia Gravis FIMG Financial Institutions Marketing Group ) ("Fischer") announced today it has signed a definitive agreement to sell its RE&S business, which includes EP/SPX, VersaRad and Bloom, to Byers Peak, Inc. ("Byers Peak"). Byers Peak is a contract manufacturing expert with respect to electro-mechanical devices, and sub-systems for the medical and technology marketplace. Fischer signed an asset purchase agreement ("RE&S Agreement") with Byers Peak on August 21, 2006. The assets to be sold are all of Fischer's right, title and interest in and to the VersaRad Line, the EPX/SPX Line and the Bloom Line including some related equipment, inventory (excluding Bloom finished goods inventory), general intangibles and intellectual property necessary to design, manufacture, market, sell, distribute, support and repair the Product Lines ("RE&S Assets"). Under the RE&S Agreement, Byers agreed, subject to the fulfillment of certain conditions, to purchase the RE&S Assets, and assume service contract and warranty repair obligations for a minimum purchase price of $260,000, to be paid over a period ending no later than one year from the date of closing of the transaction ("Closing"). In addition, Byers agreed to pay Fischer up to another $80,000, depending on the number of Bloom units sold by Byers during the year after the Closing. Under Delaware law, any sale of all or substantially all of Fischer's assets requires approval by our stockholders. Fischer's Board has determined that the sale of the assets related to the RE&S Agreement is considered a sale of all or substantially all of Fischer's remaining assets. In order to avoid the expense and time delay involved in securing stockholder approval and in light of Fischer's deteriorating financial position, Fischer's Board elected to file a petition under Chapter 11 of title 11 of the United States Code Title 11 of the United States Code outlines the role of Bankruptcy in the United States Code.
Fischer's Board of Directors intends to either file a liquidating plan of reorganization ("Liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy Plan") or convert the Chapter 11 case to a liquidating case under Chapter 7 of the Bankruptcy Code after the closing of the RE&S Agreement. If a Liquidation Plan is filed, the Liquidation Plan must be approved by creditors, interest holders and the Bankruptcy Court after notice and a hearing. It is contemplated that the Liquidation Plan will provide for the liquidation or sale of all of Fischer's remaining assets and the distribution of the proceeds pursuant to the priority scheme allowed under the Bankruptcy Code. It is anticipated that in either a Chapter 11 or Chapter 7 liquidation, the liquidation process would occur over a one to two year period. Management is unable to predict whether any amounts will be available for distribution to stockholders. Fischer plans to continue to meet its RE&S service and warranty obligations until the completion of the sale of the RE&S Assets by utilizing the services of Byers Peak through a manufacturing services agreement and other contractors. "We believe this arrangement will provide our RE&S customers with continued customer support and availability of these products," said Dr. Gail Schoettler Gail S. Schoettler was Lieutenant Governor of Colorado from 1995 to 1999. She had previously served as Colorado State Treasurer from 1982 to 1990. She was the unsuccessful Democratic nominee for Governor of Colorado in 1998, losing to Bill Owens by 7,783 votes. , Chairperson of the Board of Fischer. Doug Pruett, Vice President of Byers Peak, said, "We are excited about the opportunity and look forward to continuing to offer and provide the Fischer Imaging products, services, and warranty coverage to the RE&S markets. We plan to provide the latest imaging upgrades for all existing ISS ISS See Institutional Shareholder Services (ISS). , SPX (Sequenced Packet EXchange) The transport layer protocol in the NetWare operating system. Similar to the TCP layer in TCP/IP, it ensures that the entire message arrives intact. SPX uses NetWare's IPX as its delivery mechanism. , and EPX EPX Enterprise Private Exchange systems, and offer complete ISS systems including the carbon fiber surgical imaging table along with an EP imaging system and Bloom Stimulator. Based on our core competencies, we see this opportunity as a logical progression for Byers Peak's long-range business strategy and believe we are capable of rejuvenating these products successfully." Fischer also reported its results for the three and six-months ended June 30, 2006, today on its Form 10-Q Form 10-Q See 10-Q. . Please see this Form 10-Q for a discussion of our results and for further discussion of the events described above. About Fischer Imaging Fischer Imaging Corporation services and manufactures medical imaging systems for the screening and diagnosis of disease. Fischer Imaging began producing general-purpose x-ray imaging systems in 1910 and is the oldest manufacturer of x-ray imaging devices in the United States. For more information, visit www.fischerimaging.com. About Byers Peak Byers Peak provides turnkey contract manufacturing and related services to the medical device, consumer and technology marketplaces in an FDA-registered and ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9001:2000-certified facility. Byers Peak's focus is supplying electro-mechanical devices and subsystems at low to mid volumes. In addition to contract assembly services Byers Peak offers repair depot, refurbishment re·fur·bish tr.v. re·fur·bished, re·fur·bish·ing, re·fur·bish·es To make clean, bright, or fresh again; renovate. re·fur , distribution and field service. For more information, visit www.byerspeak.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain statements contained in this News Release constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements include: our intent and ability to satisfy RE&S service and warranty obligations pending completion of the sale of RE&S Assets; the anticipated time it will take to close the RE&S Agreement; our plans with respect to a Liquidation Plan or conversion of the Chapter 11 filing to Chapter 7; the anticipated time it will take to complete the liquidation process, the likelihood that additional claims of which management is not aware may arise, adverse actions taken by regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. , potential product defects or related performance resulting in product recalls and significant liability and legal costs; our ability to close the RE&S Agreement, and our ability to make distributions to stockholders. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from such forward-looking statements, certain of which are described as "Risk Factors" in our Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005, and are discussed in our Form 10-Qs for the quarters ending June 30, 2006, and March 31, 2006. Readers are cautioned to avoid placing undue reliance on such forward-looking statements, which speak only as of the date the statements were made. It is recommended that the above-referenced quarterly reports and annual reports be read together with this News Release and the annual report on form 10-K for the year ended December 31, 2005, to better understand our business, results of operations and financial condition as reported in this document. |
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