8-K

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): January 27, 2006

Novoste Corporation

(Exact name of registrant as specified in its charter)

Florida	0-20727	59-2787476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4350 International Blvd. Norcross, GA	30093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 717-0904

N/A

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 2 to Amended and Restated Rights Agreement

On January 30, 2006, Novoste Corporation (the “Company”) entered into an amendment no. 2 (the “Amendment No. 2 to Rights Agreement”) to the Amended and Restated Rights Agreement, dated as of July 29, 1999, between the Company and American Stock Transfer & Trust Company, as the rights agent, as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (as amended, the “Rights Agreement”). Pursuant to the Amendment No. 2 to Rights Agreement, the definition of an “Acquiring Person” set forth in Section 1(a) of the Rights Agreement has been amended to increase the requisite threshold for a person or “group” to be deemed an “Acquiring Person” from 15% or more of the Company’s outstanding common shares to 30% or more of the Company’s outstanding common shares.

The above description of the Amendment No. 2 to Rights Agreement is qualified in its entirety by reference to the Amendment No. 2 to Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference. Other than as set forth in the Amendment No. 2 to Rights Agreement, all other terms and conditions of the Rights Agreement remain unchanged and in full force and effect.

Amendments to Amended and Restated Asset Purchase Agreement and Marketing Representation Agreement

On January 27, 2006, the Company entered into an amendment no. 2 (the “Amendment No. 2 to Asset Purchase Agreement”) to the Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, among the Company, Best Vascular, Inc., a privately held Delaware corporation (“BVI”) and Best Medical International, Inc., a privately held Virginia corporation which is an affiliate of BVI (“BMI”), as amended pursuant to Amendment No. 1 (the “Amendment No. 1 to Asset Purchase Agreement”) to Amended and Restated Asset Purchase Agreement, dated as of November 30, 2005 (as amended, the “Amended and Restated Asset Purchase Agreement”). The entry into the Amended and Restated Asset Purchase Agreement and the Amendment No. 1 to Asset Purchase Agreement were previously reported in Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 13, 2005 and December 5, 2005, respectively. The Amendment No. 2 to Asset Purchase Agreement extended the termination date of the Amended and Restated Asset Purchase Agreement from February 15, 2006 to March 31, 2006 and also extended the period during which the Company would be responsible for making certain specified payments to AEA Technology-QSA, GmbH (“AEA”) under the Company’s supply agreement, dated October 14, 1999, with AEA, prior to the consummation of the asset sale transaction.

In addition, on January 27, 2006, the Company entered into an amendment no. 3 (the “Amendment No. 3 to Marketing Representation Agreement”) to the Marketing Representation Agreement, dated as of August 25, 2005, among the Company, BVI and BMI, as amended pursuant to Amendment No. 1 (the “Amendment No. 1 to Marketing Representation Agreement”) to Marketing Representation Agreement, dated as of October 12, 2005, as further amended pursuant to Amendment No. 2 (the “Amendment No. 2 to Marketing Representation Agreement”) to Marketing Representation Agreement, dated as of November 30, 2005 (as amended, the “Marketing Representation Agreement”). The entry into the Marketing Representation Agreement, the Amendment No.1 to Marketing Representation Agreement and the Amendment No. 2 to Marketing Representation Agreement were previously reported in Current Reports on Form 8-K filed with the SEC on August 26, 2005, October 13, 2005 and December 5, 2005, respectively. The Amendment No. 3 to Marketing Representation Agreement extended the termination date of the Marketing Representation Agreement from February 15, 2006 to March 31, 2006.

The above descriptions of the Amendment No. 2 to Asset Purchase Agreement and the Amendment No. 3 to Marketing Representation Agreement are qualified in their entirety by reference to the Amendment No. 2 to Asset Purchase Agreement and the Amendment No. 3 to Marketing Representation Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference. Other than as set forth in the Amendment No. 2 to Asset Purchase Agreement, all other terms and conditions of the Amended and Restated Asset Purchase Agreement remain unchanged and in full force and effect, and other than as set forth in the Amendment No. 3 to Marketing Representation Agreement, all other terms and conditions of the Marketing Representation Agreement remain unchanged and in full force and effect.

Amendment to Letter Agreement with Daniel G. Hall

On January 30, 2006, the Company entered into a second amendment (the “Second Amendment”) to the Letter Agreement, dated as of November 11, 2005, between the Company and Daniel G. Hall, the Company’s Vice President, Secretary and General Counsel, as amended pursuant to First Amendment to Letter Agreement (the “First Amendment”), dated as of January 3, 2006 (as amended, the “Letter Agreement”). The entry into the Letter Agreement and the First Amendment, which provided that Mr. Hall would continue to be employed by the Company through January 31, 2006 and that Mr. Hall would receive salary and certain other payments from the Company, were previously reported in Current Reports on Form 8-K filed with the SEC on November 17, 2005 and January 6, 2006, respectively.

The Second Amendment provides for the extension of Mr. Hall’s employment by the Company through February 28, 2006, at which time his employment with the Company will terminate. The Second Amendment further provides that during such extended period, Mr. Hall will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment, plus an incentive retention payment of $16,250 payable on February 28, 2006 unless Mr. Hall terminates his employment with the Company prior to such date.

The above description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2, and is incorporated herein by reference. Other than as set forth in the Second Amendment, all other terms and conditions of the Letter Agreement remain unchanged and in full force and effect.

Item 8.01. Other Events.

On January 9, 2006, the Company received a letter from Steel Partners II, L.P. (“Steel”) requesting that the Company call a special meeting of shareholders (the “Steel Letter”) for the following purposes: (i) to remove all of the existing directors serving on the Company’s board of directors at the time of such special meeting, without cause, and (ii) to elect the Steel slate of director nominees (the “Steel Proposals”). In the Steel Letter, Steel states that it is the beneficial owner of 608,301 shares of the Company’s common stock or approximately 14.9% of the Company’s outstanding common stock. Pursuant to the Company’s by-laws, the board of directors has established a special meeting date of April 13, 2006 for the consideration of the Steel Proposals and has fixed February 2, 2006 as the record date for the determination of shareholders entitled to notice of and to vote at such special meeting.

The Company will file a proxy statement regarding the Steel Proposals with the SEC. Investors and security holders are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information. Shareholders of the Company on the record date will be sent a definitive proxy statement by the Company. Investors and security holders may obtain (when it is available) a free copy of the definitive proxy statement filed by the Company with the SEC at the SEC’s website at www.sec.gov. The definitive proxy statement also may be obtained for free by directing a request to:

Novoste Corporation

4350 International Blvd

Norcross, GA 30093

Attn: Corporate Secretary

(770) 717-0904

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company’s shareholders to oppose the above referenced Steel Proposals. Information about the directors and executive officers and their ownership of the Company’s common stock is included in the Company’s definitive proxy statement for its special meeting in lieu of an annual meeting dated August 4, 2005, which the Company filed with the SEC on August 4, 2005. This document is available free of charge at the SEC’s website at www.sec.gov. and from the Company as described above.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

2.1	Amendment No. 2 to Amended and Restated Asset Purchase Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
4.1	Amendment No. 2 to Amended and Restated Rights Agreement, dated as of January 30, 2006, between Novoste Corporation and American Stock Transfer & Trust Company, as the rights agent.
10.1	Amendment No. 3 to Marketing Representation Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
10.2	Second Amendment to Letter Agreement, effective February 1, 2006, between Novoste Corporation and Daniel G. Hall.

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.

NOVOSTE CORPORATION
By:	/s/ Daniel G. Hall
	Daniel G. Hall
	Vice President, Secretary and General
	Counsel

Date: January 30, 2006

EXHIBIT INDEX

2.1	Amendment No. 2 to Amended and Restated Asset Purchase Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
4.1	Amendment No. 2 to Amended and Restated Rights Agreement, dated as of January 30, 2006, between Novoste Corporation and American Stock Transfer & Trust Company, as the rights agent.
10.1	Amendment No. 3 to Marketing Representation Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
10.2	Second Amendment to Letter Agreement, effective February 1, 2006, between Novoste Corporation and Daniel G. Hall.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 2 TO

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

This Amendment No. 2 to Amended and Restated Asset Purchase Agreement (the “Amendment No. 2”) is made this 27^th day of January, 2006, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Purchaser”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Purchaser, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);

WHEREAS, Novoste, Purchaser and BMI entered into that certain Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, as amended November 30, 2005 pursuant to Amendment No. 1 to Amended and Restated Asset Purchase Agreement (as amended, the “Amended and Restated Asset Purchase Agreement”), pursuant to which Novoste agreed to sell and Purchaser agreed to acquire, substantially all of the assets of Novoste related to Seller’s VBT Business; and

WHEREAS, Novoste, Purchaser and BMI desire to amend certain provisions of the Amended and Restated Asset Purchase Agreement; and

WHEREAS, for purposes of this Amendment No. 2, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Asset Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the recitals set forth above, which are hereby incorporated by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Termination of Agreement. Sections 7.1(a)(2) and 7.1(b)(2) shall each be amended by deleting the date “February 15, 2006” and inserting in lieu thereof the date “March 31, 2006”.

2. Authorized Representative. The first sentence of Section 10.11 shall be amended by deleting the date “April 30, 2006” and inserting in lieu thereof the date “June 15, 2006”.

3. Schedule 5.3(b). Schedule 5.3(b) to the Amended and Restated Asset Purchase Agreement shall be amended and restated in its entirety to read as attached hereto as Exhibit A.

4. Other Terms Unchanged. The Amended and Restated Asset Purchase Agreement, as amended by this Amendment No. 2, shall remain and continue in full force and effect, shall constitute a legal, valid and binding obligation of Novoste, Purchaser and BMI and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Amended and Restated Asset Purchase Agreement after the date first set forth above shall be deemed to be a reference to the Amended and Restated Asset Purchase Agreement, as amended by this Amendment No. 2.

5. Governing Law. This Amendment No. 2 shall be interpreted, administered and enforced in accordance with the laws of the Commonwealth of Virginia (exclusive of its conflict of laws rules).

6. Counterparts. This Amendment No. 2 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more of the counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

7. Headings. The Section headings contained in this Amendment No. 2 are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment No. 2.

[Remainder of Page Intentionally Left Blank]

Accepted and agreed to by the parties by their duly authorized representatives as of the date first set forth above.

NOVOSTE CORPORATION		BEST VASCULAR, INC.
By:	/s/ Alfred J. Novak	By:	/s/ Shawn R. Weingast
Title:	President and Chief Executive Officer	Title:	General Counsel
Date:	January 27, 2006	Date:	January 27, 2006
BEST MEDICAL INTERNATIONAL, INC.
By:	/s/ Shawn R. Weingast
Title:	General Counsel
Date:	January 27, 2006

EX-4.1

Exhibit 4.1

AMENDMENT NO. 2

TO

AMENDED AND RESTATED RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 (this “Amendment”) to Amended and Restated Rights Agreement dated as of July 29, 1999 between NOVOSTE CORPORATION, a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a banking corporation organized under the laws of New York, as rights agent (the “Rights Agent”), as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (as amended, the “Rights Agreement”), is entered into this 30^th day of January, 2006.

WHEREAS, the Company and the Rights Agent are currently parties to the Rights Agreement and desire to amend the Rights Agreement on the terms and conditions hereinafter set forth; and

WHEREAS, for purposes of this Amendment, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement, as amended by this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Amendment to Section 1. Section 1(a) of the Rights Agreement is hereby amended (a) by deleting the percentage number “15%” each time it appears therein and replacing it with the percentage number “30%” and (b) by deleting the percentage number “20%” each time it appears therein and replacing it with the percentage number “30%”.

2. Effective Date. This Amendment shall become effective as of January 30, 2006.

3. Other Terms Unchanged. The Rights Agreement, as amended by this Amendment, shall remain and continue in full force and effect and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Rights Agreement after the date set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment.

4. Benefits. Nothing in the Rights Agreement, as amended by this Amendment, shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock) any legal or equitable right, remedy or claim under the Rights Agreement, as amended by this Amendment; but the Rights Agreement, as amended by this Amendment, shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Stock).

5. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State.

7. Counterparts. This Amendment may be executed in any number of counterparts. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in any proof of this Amendment to produce or account for more than a number of counterparts containing the respective signatures of or on behalf of all of the parties.

8. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of the Amendment as well as any facsimile, telecopy or other reproduction thereof.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of January 30, 2006.

NOVOSTE CORPORATION
By:	/s/ Alfred J. Novak
Name:	Alfred J. Novak
Title:	President and Chief Executive Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By:	/s/ Isaac J. Kagan
Name:	Isaac J. Kagan
Title:	Vice President

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO MARKETING REPRESENTATION AGREEMENT

This Amendment No. 3 to Marketing Representation Agreement (the “Amendment No. 3”) is made this 27^th day of January, 2006, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Representative”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Representative, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);

WHEREAS, Novoste, Representative and BMI entered into that certain Marketing Representation Agreement, dated as of August 25, 2005, as amended October 12, 2005 pursuant to Amendment No. 1 to Marketing Representation Agreement and as further amended November 30, 2005 pursuant to Amendment No. 2 to Marketing Representation Agreement (as amended, the “Marketing Representation Agreement”), pursuant to which Novoste engaged Representative to market, demonstrate and solicit orders for various products with respect to Seller’s VBT Business; and

WHEREAS, Novoste, Representative and BMI desire to amend the provisions of the Marketing Representation Agreement relating to its term; and

WHEREAS, the parties hereto are concurrently with this Amendment No. 3 entering into an amendment to the Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, as amended November 30, 2005; and

WHEREAS, for purposes of this Amendment No. 3, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Marketing Representation Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the recitals set forth above, which are hereby incorporated by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term. Section 7.1(c) shall be amended by deleting the date “February 15, 2006” and inserting in lieu thereof the date “March 31, 2006”.

2. Other Terms Unchanged. The Marketing Representation Agreement, as amended by this Amendment No. 3, shall remain and continue in full

force and effect, shall constitute a legal, valid and binding obligation of Novoste, Representative and BMI and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Marketing Representation Agreement after the date first set forth above shall be deemed to be a reference to the Marketing Representation Agreement, as amended by this Amendment No. 3.

3. Governing Law. This Amendment No. 3 shall be governed by the substantive laws of the State of Georgia, without regard to conflict-of-laws issues.

4. Counterparts. This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

5. Titles and Captions. Section headings are used for convenience and shall not affect the interpretation or construction of any provision of this Amendment No. 3.

[Remainder of Page Intentionally Left Blank]

Accepted and agreed to by the parties by their duly authorized representatives as of the date first set forth above.

NOVOSTE CORPORATION		BEST VASCULAR, INC.
By:	/s/ Alfred J. Novak	By:	/s/ Shawn R. Weingast
Title:	President and Chief Executive Officer	Title:	General Counsel
Date:	January 27, 2006	Date:	January 27, 2006
BEST MEDICAL INTERNATIONAL, INC.
By:	/s/ Alfred J. Novak
Title:	General Counsel
Date:	January 27, 2006

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO LETTER AGREEMENT

THIS SECOND AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1^st day of February, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into a Letter Agreement dated November 11, 2005, pursuant to which the date of Executive’s termination of employment with the Company was established as December 31, 2005 and pursuant to which the Executive is entitled to receive certain payments upon the termination of his employment; and

WHEREAS, the Company amended the Letter Agreement effective January 1, 2006, to extend the Executive’s employment termination date to January 31, 2006, and

WHEREAS, the Company desires to further extend Executive’s employment beyond January 31, 2006.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The terms of paragraph 1 of the Letter Agreement shall be altered and amended so that the Executive shall continue to be employed by the Company through February 28, 2006.

2. Certain Payments: Paragraph 2 of the letter Agreement, as amended, shall be further amended by adding the following paragraph:

(iv) a fourth payment (the “Fourth Payment”) in the amount of $16,250, less applicable deductions, including, without limitation, federal and state withholding, to be paid on February 28, 2006, provided, however, that the Executive shall not receive the Fourth Payment if the Executive voluntarily terminates employment with the Company prior to February 28, 2006.

3. All other and further terms and provisions of the Letter Agreement shall remain in full force and effect as entered into by the Parties on November 11, 2005.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to the Letter Agreement as of the date indicated by their respective names.

Date:
January 30, 2006	/s/ Daniel G. Hall
	DANIEL G. HALL
	NOVOSTE CORPORATION
Date:
January 30, 2006	By:	/s/ Alfred J. Novak
	Name:	Alfred J. Novak
	Title:	PRESIDENT AND CHIEF EXECUTIVE OFFICER