-----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, JsW/VI63teg4H8VS6Xs6bXdsjpKHv20EF0oRuaLVWBD5Nh1ynFrhlNudfVLh7TV4 TzqpZLmYHC6+WeOWsE2jpA== 0000927016-00-001392.txt : 20000420 0000927016-00-001392.hdr.sgml : 20000420 ACCESSION NUMBER: 0000927016-00-001392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000405 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NMT MEDICAL 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: 604666 BUSINESS ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960619 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 AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2000 NMT Medical, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 000-21001 95-4090463 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 27 Wormwood Street, Boston, Massachusetts 02210 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 737-0930 N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. ------------------------------------ On April 5, 2000, NMT Medical, Inc., a Delaware corporation (the "Company"), completed the sale of the Selector(R) Ultrasonic Aspirator ("Selector"), Ruggles(TM) Surgical Instruments ("Ruggles") and cryosurgery ("Cryosurgery") product lines, including certain assets and liabilities, to Integra LifeSciences Holdings Corporation, a Delaware corporation ("Integra"), for an aggregate purchase price of approximately $12 million in cash, pursuant to a Purchase Agreement and an Asset Purchase Agreement, each dated as of March 20, 2000 (together, the "Agreements"), by and among the Company, certain wholly owned subsidiaries of the Company and certain wholly owned subsidiaries of Integra as named therein (the "Sale"). In connection with the Agreements, the Company entered into a Transition Services Agreement, dated as of April 5, 2000, along with certain of its wholly owned subsidiaries and certain wholly owned subsidiaries of Integra as named therein. Prior to the execution of the Agreements, neither the Company nor any of its affiliates, nor any director or officer of the Company or any associate of any such director or officer, had any material relationship with Integra. The Company issued a press release announcing the closing of the Sale on April 5, 2000. The full text of the Company's press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (b) Pro Forma Financial Information: The Company reflected the Sale in its -------------------------------- audited consolidated financial statements as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 which were filed as Appendix A to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. These consolidated financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. (c) Exhibits: -------- Exhibit No. Description - ----------- ----------- 2.1* Purchase Agreement, dated as of March 20, 2000, by and among NMT Medical, Inc., NMT NeuroSciences (US), Inc., NMT Neurosciences Holdings (UK) Ltd., NMT Neurosciences (UK) Ltd., Spembly Medical Ltd., Spembly Cryosurgery Ltd., Swedemed AB, Integra Neurosciences Holdings (UK) Ltd. and Integra Selector Corporation. 2.2* Asset Purchase Agreement, dated as of March 20, 2000, by and among NMT Medical, Inc., NMT NeuroSciences (US), Inc. and Integra Selector Corporation. 99.1 Press Release, dated April 5, 2000, announcing the closing of the sale of the Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product lines by the Company to Integra LifeSciences Holding Corporation. -2- 99.2+ Audited consolidated financial statements of NMT Medical, Inc. as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 reflecting the sale of Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product lines. __________ * Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. + Incorporated by reference to Appendix A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. -3- SIGNATURE 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. Date: April 19, 2000 NMT Medical, Inc. ----------------- (Registrant) By: /s/ William J. Knight ---------------------------------------------- Name: William J. Knight Title: Vice President-Finance and Administration, Chief Financial Officer -4- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 2.1* Purchase Agreement, dated as of March 20, 2000, by and among NMT Medical, Inc., NMT NeuroSciences (US), Inc., NMT Neurosciences Holdings (UK) Ltd., NMT Neurosciences (UK) Ltd., Spembly Medical Ltd., Spembly Cryosurgery Ltd., Swedemed AB, Integra Neurosciences Holdings (UK) Ltd. and Integra Selector Corporation. 2.2* Asset Purchase Agreement, dated as of March 20, 2000, by and among NMT Medical, Inc., NMT NeuroSciences (US), Inc. and Integra Selector Corporation. 99.1 Press Release, dated April 5, 2000, announcing the closing of the sale of the Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product lines by the Company to Integra LifeSciences Holding Corporation. 99.2+ Audited consolidated financial statements of NMT Medical, Inc. as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 reflecting the sale of Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product lines. __________ * Incorporated by reference to Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. + Incorporated by reference to Appendix A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. EX-99.1 2 PRESS RELEASE Exhibit 99.1 NEWS BULLETIN RE: FROM: NMT MEDICAL THE FINANCIAL RELATIONS BOARDS 27 WORMWOOD STREET BSMG WORLDWIDE BOSTON, MA 02210-1625 (NASDAQ/NMS:NMTI) - ------------------------------------------------------------------------------- FOR FURTHER INFORMATION: AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD - --------------- -------------------------------- Thomas M. Tully General Info: Paula Schwartz President & CEO Analyst Info: Brian Gill (617) 737-0930 Media Info: Deanne Eagle (212) 661-8030 FOR IMMEDIATE RELEASE - --------------------- April 5, 2000 NMT MEDICAL, INC. ANNOUNCES CLOSING OF PARTIAL SALE OF ITS NEUROSCIENCES PRODUCTS TO INTEGRA LIFESCIENCES HOLDING CORPORATION BOSTON, MA, APRIL 5, 2000 -- NMT Medical, Inc. (Nasdaq/NMS: NMTI) today announced that it has closed on the previously announced agreement to sell the Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product lines of its NMT Neurosciences division, including certain assets and liabilities, to Integra LifeSciences Holdings Corporation (Nasdaq: IART) for $12 million in cash. The proceeds will be used for debt reduction of $5.9 million with the remainder for general working capital requirements. Commenting on the news, Thomas M. Tully, President and Chief Executive Officer of NMT Medical, said, "With the closing of this transaction we can focus more of our management and financial resources on the higher growth and profit potential of our cardiovascular businesses. The Simon Nitinol Vena Filter and the CardioSEAL(R) Septal Occluder both achieved record revenue levels during the first quarter. More than 45 interventional cardiology centers have received Institutional Review Board (IRB) approval for implantation of the CardioSEAL based on our three FDA approvals under Humanitarian Use Designation regulations. More than 90 other centers are in the process of gaining IRB approval." Mr. Tully continued, "NMT Neurosciences will now focus away from capital equipment sales and onto the sales of its remaining implantable products and disposables, while reducing overall expenses. These products represented approximately $20 million of sales in 1999." NMT Medical Inc. Announces Closing of Partial Sale of its Neurosciences Business to Integra Holding Corporation Page 2 NMT Medical 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 medical devices include self-expanding stents, vena cava filters and septal repair devices. The NMT Neurosciences division serves the needs of neurosurgeons with a range of implantable and disposable products, including cerebral spinal fluid shunts, external drainage products, and the Spetzler(TM) Titanium Aneurysm Clip. 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, 1998 and subsequent filings with the Securities and Exchange Commission. # # # To receive NMT Medical's latest news release and other corporate documents via FAX -- at no cost -- please dial 1-800-PRO-INFO. Enter the Company's symbol NMTI. Or visit NMT's website at WWW.NMTMEDICAL.COM -----END PRIVACY-ENHANCED MESSAGE-----