-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKQ2ArANDkEF8N9ivUOwHNsXLTGlIN9DzS99C+vgw0b+nFlmUDLKoTuJyim+zfBz XgesCshGQlk/yQBsfHYj5g== 0000927016-98-002043.txt : 19980514 0000927016-98-002043.hdr.sgml : 19980514 ACCESSION NUMBER: 0000927016-98-002043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980508 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001017259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954090463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21001 FILM NUMBER: 98618815 BUSINESS ADDRESS: STREET 1: 263 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 263 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 8-K 1 FORM 8-K 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) May 8, 1998 NITINOL MEDICAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-21001 95-4090463 - ---------------- ------------------ ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No. incorporation) 27 Wormwood Street Boston, Massachusetts 02210 ---------------------------------------------- (Address of principal executive offices) Registrant's Telephone Number, including area code: (617) 737-0930 ------------------------------------------------------------------ (Former Address, if changed since last report) Item 5. Other Events. On May 8, 1998, Nitinol Medical Technologies, Inc., a Delaware corporation ("Nitinol"), announced the execution of a definitive agreement to acquire the neurosurgical instruments business of Elekta AB (publ), a Swedish corporation, for approximately U.S. $33 million in cash, subject to closing adjustments. Nitinol's press release, dated May 8, 1998, is attached as an exhibit and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release dated May 8, 1998 -2- 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. May 12, 1998 NITINOL MEDICAL TECHNOLOGIES, INC. By: /s/ Theodore I. Pincus ------------------------------------ Theodore I. Pincus, Executive Vice President and Chief Financial Officer -3- EX-99.1 2 PRESS RELEASE DATED MAY 8, 1998 Exhibit 99.1 ------------ NEWS | RE: BULLETIN | | FROM: | NITINOL MEDICAL TECHNOLOGIES, INC. | 27 Wormwood Street | Boston, MA 02210-1625 FROM: | (Nasdaq/NMS:NMTI) FRB | | - -------------------------------------------------------------------------------- The Financial Relations Board, Inc. FOR FURTHER INFORMATION: AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD --------------- -------------------------------- Thomas M. Tully General Info: Paula Schwartz (212) 661-8030 President & CEO Analyst Info: Kathy Brunson (312) 266-7800 Brian Gill (212) 661-8030 Media Info: Deanne Eagle (212) 661-8030 FOR IMMEDIATE RELEASE: ---------------------- May 8, 1998 ----------- NITINOL MEDICAL TECHNOLOGIES ACQUIRES ------------------------------------- ELEKTA NEUROSURGICAL INSTRUMENTS FOR $33 MILLION ------------------------------------------------ BOSTON, MA - MAY 8, 1998 - Nitinol Medical Technologies, Inc. (NASDAQ/NMS:NMTI) today announced the signing of a purchase agreement with Elekta AB of Sweden for the acquisition of Elekta Neurosurgical Instruments (ENI). The $33 million transaction is expected to close following the completion of an audit of the ENI financials for the fiscal year ended April 30, 1998. The Company will finance the transaction with $13 million of its existing cash and $20 million of subordinated debt to be issued at closing. -MORE- Nitinol Medical Technologies, Inc. Page 2 ENI is a division of the Swedish medical technology group Elekta AB. Sales of the division are derived from a broad range of specialty implants and instruments for neurosurgery, including cerebral spinal fluid (CSF) shunts, the Selector(R) Ultrasonic Aspirator, Ruggles/TM/ surgical instruments, and endoscopes and instrumentation for minimally invasive neurosurgery. ENI has a leadership position in each of these product categories. Sales for the fiscal year ended April 30, 1998 are estimated at approximately $39 million worldwide. ENI employs 267 people at locations primarily in the UK, France and Atlanta, Georgia, with 38 direct sales and marketing employees located in major markets around the world. On a pro forma combined basis for the calendar year 1997, including ENI in the operations, Nitinol Medical would have had revenues of more than $50 million. ENI's full line of CSF shunts were originally developed by Cordis Neuroscience and acquired by ENI from Johnson & Johnson following the J&J acquisition of Cordis. CSF shunts are used to drain cerebrospinal fluid from the brain to manage fluid balance in a variety of conditions where normal drainage is impaired. ENI currently holds the number two position in the worldwide market for CSF shunts. The recently introduced Obis-Sigma(R) II valve is unique in regulating both CSF flow and pressure, providing improved patient control. ENI's Selector Ultrasonic Aspirator is the number two product in its market. Used for the removal of tumors and other unwanted tissues in the brain, the Selector is a compact unit with a newly introduced micro surgery handpiece enhancing ease of use for the surgeon. The product requires a single-use disposable tip and tubing set for each use. The Ruggles hand-held instrument brand is a leader in the neurosurgical instrument market. The well-respected Ruggles brand, with both standard and custom instruments, is the only instrument line focused exclusively on the needs of the neurosurgeon. The recently introduced Spetzler/TM/ Aneurysm Clip is the only clip on the market made from pure titanium, providing complete compatibility with modern magnetic resonance imaging. The Spetzler clip represents an important growth opportunity for the Company Additional products from ENI include a line of endoscopes, micro instruments and imaging equipment for use minimally invasive neurosurgery; a line of minimally invasive cyrosurgery products with application in neurosurgery, urology, general surgery and cardiology; and drug delivery ports and reservoirs. -MORE- Nitinol Medical Technologies, Inc. Page 3 Commenting on the acquisition, Thomas M. Tully, President and CEO of Nitinol Medical Technologies, said, "The acquisition of ENI advances Nitinol Medical to the next level of medical device companies, and expands our offering of minimally invasive products. ENI represents a profitable, growing, fully integrated global business platform upon which to further build. With 38 direct sales and marketing employees around the world, and a high-quality product line, we will have the most intensive focus on the neurosurgeon of any company. Additionally, the important new technology platforms and manufacturing capabilities we are acquiring will significantly broaden our product development opportunities." "We intend to operate the ENI business as a division of NMT focused on the neurosurgeon while working to diversify some of the ENI technologies to other specialities, either independently or through corporate partnerships. During the transition, we will be working closely with Elekta AB to ensure a seamless transition for our new customers and employees. David Chazanovitz, currently President of our Septal Repair division, will be relocating to France as the President of the new neurosurgery business unit." Nitinol Medical Technologies, Inc. designs, develops, and markets innovative medical devices that utilize advanced technologies and are delivered by minimally invasive procedures. The Company's products are designed to offer alternative approaches to existing complex treatments, thereby reducing patient trauma, shortening procedure, hospitalization and recovery times, and lowering overall treatment costs. The Company's patented medical devices include self- expanding stents, vena cava filters and septal repair devices. Elekta AB is a leading international supplier of advanced medical technology for treatment of neurological disorders and radation of cancer. To receive Nitinol's latest news release and other corporate documents via FAX -- at no cost -- please dial 1-800-PRO-INFO. Enter Nitinol's ticker - NMTI This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties or other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under the heading "Certain Factors That May Affect Future Results" included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 -###- -----END PRIVACY-ENHANCED MESSAGE-----