North American Scientific Inc - Current report filing (8-K)
January 25 2008 - 1:53PM
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
January
18, 2008
Date
of
Report (Date of earliest event reported)
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26670
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51-0366422
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number )
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Identification
No.)
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20200
Sunburst Street, Chatsworth, California 91311
(Address
of principal executive offices) (Zip Code)
(818)
734-8600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.01. Changes in Control of Registrant.
On
January 18, 2008, North American Scientific, Inc. (the “Company”) completed the
private placement of its common stock (the “Common Stock”) and warrants to
purchase the Common Stock (the “Warrants”), as contemplated by the Securities
Purchase Agreement (the “Purchase Agreement”) with Three Arch Partners IV, L.P.
and affiliated funds (“Three Arch Partners”), SF Capital Partners Ltd. and CHL
Medical Partners III, L.P. and an affiliated fund (collectively, including
Three
Arch Partners, the “Investors”), previously disclosed in the Company’s Current
Report on Form 8-K dated December 13, 2007 (the “Private Placement”).
Following
the Private Placement, Three Arch Partners owns 45,772,058 shares of the Common
Stock or approximately 49.5% of the outstanding Common Stock, and the Investors
own in the aggregate 70,824,284 shares of the Common Stock, or approximately
76.6% of the outstanding Common Stock. As determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, which includes
shares that a party has the right to acquire within 60 days (but not the shares
that other parties have such a right to acquire) as beneficially owned, Three
Arch Partners beneficially owns 49,358,578 shares of the Common Stock, or
approximately 51.3% of the outstanding Common Stock, and the Investors
beneficially own in the aggregate 75,691,213 shares of the Common Stock, or
approximately 79.6% of the outstanding Common Stock. As a result of the
ownership of the Common Stock by Three Arch Partners and the Investors, a change
of control of the Company could be deemed to have occurred in connection with
the Private Placement.
The
consideration paid for the Common Stock and Warrants in the Private Placement
was $10 million paid by Three Arch Partners and $15.5 million paid by the
Investors in the aggregate. To the knowledge of the Company, each of the
Investors paid for the Common Stock and Warrants from its own
funds.
Under
the
Purchase Agreement, the Company has agreed to decrease the number of members
of
its Board of Directors from nine members to seven members at or by the time
of
its next annual meeting of stockholders. Under the Purchase Agreement, Three
Arch Partners has the right to name one member to the Board of Directors so
long
as it beneficially owns greater than 5,000,000 shares of the Common Stock
(including shares of Common Stock issuable upon exercise of the warrants, and
as
appropriately adjusted for stock splits, stock dividends and recapitalizations).
Two of the current members of the Board of Directors, Dr. Jaeger and Roderick
A.
Young, are affiliated with Three Arch Partners, and have been previously
designated as directors by Three Arch Partners. Under the Purchase Agreement,
the Company has agreed to add two new independent members with relevant industry
experience to the Board of Directors at or before its next annual meeting.
Item
8.01. Other Events.
On
January 22, 2008, the Company announced the completion of the Private Placement.
A copy of the press release announcing the completion of the Private Placement
is attached hereto as Exhibit 99.1. In the press release, the Company disclosed
that the Private Placement increased the Company’s stockholders’ equity from
$753,000, as reported in the Company’s Quarterly Report on Form 10-Q for the
quarter ended July 31, 2007, to a pro forma amount in excess of the $2.5 million
minimum stockholders equity requirement for listing on the Nasdaq Capital
Market. The Company expects to report pro forma stockholders equity in excess
of
$2.5 million for the fiscal year ended October 31, 2007 in its Annual Report
on
Form 10-K for the fiscal year ended October 31, 2007.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release, dated January 22, 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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Date:
January 25, 2008
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By:
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/s/ John
B. Rush
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Name:
John B. Rush
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Title:
President and Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release, dated January 22, 2008.
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