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Biotech / Medical : Chromatics Color Sciences International. Inc; CCSI -- Ignore unavailable to you. Want to Upgrade?

To: JanyBlueEyes who wrote (4851)	12/31/1998 11:30:00 AM
From: JanyBlueEyes	Respond to of 5736

Shareholder Rights Plans Information "Poison Pills" are generally constructed as "shareholder rights plans" whereby the issuing corporation distributes share purchase rights to its shareholders which, upon the occurrence of a triggering event, entitle the holders to purchase common stock or preferred stock of the corporation at an exercise price intended to reflect the long-term value of the corporation. The triggering events are usually specified to be the acquisition by a third party of a certain percentage of the outstanding common stock of the corporation, or the commencement or announcement of an intention to commence, a tender offer or exchange offer for a certain percentage (usually in the range of 20% to 50%) of the outstanding common stock of the corporation. Unless the rights' exercise price were less than the market price at that point in time, it is unlikely that the rights would be exercised. However, upon the consummation of a merger or other business transaction involving the corporation where the corporation does not survive, the rights typically entitle the holder to purchase, at the exercise price, that number of shares of common stock of the acquiring party which, at the time of the merger or other business combination, would have a current market value of two times the exercise price. The extensive dilution that would result from the exercise of this "flip-over" feature should deter a potential "raider" from pursuing a hostile bid. If the corporation issuing the rights is, or is to be, the survivor in any such acquisition transaction, or a specified higher percentage of its common stock is acquired by the acquiring person, the rights "flip-in" and become the right to purchase, for the exercise price, stock of the issuing corporation having a current market value of twice the exercise price. This device serves to diminish the pressure on the holders to tender their shares in the first stage of a two-tier takeover since they would be worth substantially more in the second stage. (i) The rights are usually structured so that they are redeemable at a nominal price at the option of the board of directors of the issuing corporation at any time prior to the time the acquiring party acquires a certain percentage of the common stock of the issuing corporation. This type of redemption provision is designed to give the board the discretion to eliminate the rights before a raider reaches a threshold level of ownership and thereby encourage the raider to negotiate with the board for the acquisition of the corporation and elimination of the rights. Thus, the board serves as a bargaining agent for all shareholders of the corporation. (ii) The rights are usually not transferable separate from the common stock prior to the time they become exercisable. At such time, rights certificates are issued and the rights become independently transferable. (iii) Because rights plans involve a distribution to all common stockholders of record, board approval is the only action required to implement such a plan.

To: JanyBlueEyes who wrote (4851)	1/4/1999 9:28:00 AM
From: JanyBlueEyes	Read Replies (2) \| Respond to of 5736

News - New Sales Force Chromatics Color Sciences Hires McClinton, Forms Sales and Hospital Staff Training Units NEW YORK, Jan. 4 /PRNewswire/ -- Chromatics Color Sciences International, Inc. (Nasdaq: CCSI - news) today announced it has formed a five-person sales unit to be led by Dennis McClinton, Vice President, sales. McClinton, has an 18-year background in sales of fetal and neonatal ICU monitoring products at Marquette Medical Systems and will head a staff that averages 10 years experience in that field. The new unit will be responsible for the initial sales activity for the Colormate® TLc-BiliTest™ System -- the Company's device for pain-free, non-invasive monitoring of bilirubin (infant jaundice). Chromatics also said today that it has hired neonatal nurse clinical specialists to provide training to hospital staffs using the TLc-BiliTest™ System. Additional staff growth is planned in response to the already strong interest in the product from the medical community created through published reports on the device's effectiveness, as well as a series of successful exhibitions and presentations at medical conferences throughout the world during 1998. While Chromatics remains in ongoing negotiations to reach a definitive agreement with potential global distributors, and continues to move toward the completion of required due diligence, the Company announced in early November it had entered into a manufacturing agreement for the production of the TLc-BiliTest® System, and anticipates initially shipping the newly-manufactured monitors from its own Connecticut office. The Chromatics sales and hospital staff training units will report to Sheila Kempf, the Vice President of the Company's medical marketing, sales and distribution support division. Chromatics Chief Executive Officer Darby Macfarlane commented, ''We continue to move forward toward our goal of bringing this important color technology application to the worldwide medical community. The response we have received from physicians so far has been very positive and very gratifying.'' Kempf added, ''I was very pleased that Dennis McClinton decided to join us and will head the sales effort. He's the right person to lead this very knowledgeable and competent group in the sales of this breakthrough product.'' The Colormate® TLc-BiliTest™ has FDA clearance for commercial use and is the fist FDA-cleared non-invasive bilirubin monitoring device for babies of all races, even under phototherapy treatment. A study of the device recently published by Pediatrics, the publication of the American Academy of Pediatrics, found that the TLc-BiliTest™ System was effective in diagnosing and tracking jaundice compared to current invasive techniques involving taking blood from infants -- often repeatedly. The System is being manufactured under FDA QSR as well as ISO 9000 manufacturing regulatory requirements. The Company's new contract manufacturer is an ISO 9001-certified facility. The System includes a proprietary calibration standard for each infant's non-invasive measurement taken while being measured for hyperbilirubinemia. Chromatics Color Sciences is in the business of color science..... Medical applications in addition to the detection and monitoring of bilirubin infant jaundice will require additional clinical trials and FDA clearance....... Certain of the matters discussed in this announcement contain forward- looking statements..... SOURCE: Chromatics Color Sciences International, Inc.