0000927016-01-503282.txt : 20011026 0000927016-01-503282.hdr.sgml : 20011026 ACCESSION NUMBER: 0000927016-01-503282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011019 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011022 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: 1934 Act SEC FILE NUMBER: 000-21001 FILM NUMBER: 1763569 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 d8k.txt 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): October 19, 2001 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 02210-1625 -------------------------------------------------------------------------------- (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 5. Other Events. ------------ On October 19, 2001, NMT Medical, Inc. (the "Company") issued a press release announcing that it has signed an agreement to sell assets comprising the Company's vena cava filter business to C.R. Bard, Inc. In exchange for these assets, NMT will receive $27 million in upfront cash payments plus up to $7 million tied to certain NMT performance and delivery milestones. In addition to these cash payments, NMT will receive ongoing royalty payments from Bard on sales of vena cava filter products and will continue to manufacture the product for an interim period of time. The transaction is expected to close in the fourth quarter of 2001. The agreement is subject to customary closing conditions, including the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvement Act of 1976 and may also be terminated by C.R. Bard, Inc. in the event that the pending acquisition of C.R. Bard, Inc. by Tyco International Ltd. closes before the NMT-Bard transaction. The Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release, dated October 19, 2001, announcing signing of agreement to sell assets comprising the Company's vena cava filter business to C.R. Bard, Inc. 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: October 22, 2001 NMT Medical, Inc. ----------------- (Registrant) By: /s/ Richard E. Davis --------------------- Name: Richard E. Davis Title: Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated October 19, 2001, announcing signing of agreement to sell assets comprising the Company's vena cava filter business to C.R. Bard, Inc. EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 NEWS BULLETIN NMT Medical, Inc. FROM: RE: 27 Wormwood Street Boston, MA 02210-1625 FRB|Weber Shandwick (Nasdaq/NMS:NMTI) -------------------------------------------------------------------------------- FOR FURTHER INFORMATION AT THE COMPANY AT FRB | WEBER SHANDWICK ------------------------ ------------------------------- Richard E. Davis General Info: Alison Ziegler Vice President and CFO Analyst Info: Julie Tu (617) 737-0930 Media Info: Judith Sylk-Siegel (212) 445-8400 NMT MEDICAL ANNOUNCES AGREEMENT TO SELL VENA CAVA FILTER ASSETS --------------------------------------------------------------- BOSTON, MA, OCTOBER 19, 2001 - NMT Medical, Inc. (Nasdaq: NMTI) announced today that it has signed an agreement to sell assets comprising the Company's vena cava filter business to C.R. Bard, Inc. (NYSE:BCR). In exchange for these assets, NMT will receive $27 million in upfront cash payments plus up to $7 million tied to certain NMT performance and delivery milestones. In addition to these cash payments, NMT will receive ongoing royalty payments from Bard on sales of vena cava filter products and will continue to manufacture the product for an interim period of time. The transaction is expected to close in the fourth quarter of 2001. The agreement is subject to customary closing conditions, including the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvement Act of 1976 and may also be terminated by C.R. Bard, Inc. in the event that the pending acquisition of C.R. Bard, Inc. by Tyco International Ltd. closes before the NMT- Bard transaction. Commenting on the sale, Mr. John E. Ahern, President and Chief Executive Officer of the Company, said, "We are pleased to have reached agreement with Bard that settles the lengthy arbitration between the two companies and provides resources to expeditiously move the proprietary Recovery(TM) vena cava filter from the clinical development phase to commercialization." The Company intends to use proceeds of the sale to eliminate the current subordinated note payable, fund its continued clinical and commercial development of its patented CardioSeal(R) cardiac septal repair implant technology, and for general corporate purposes. 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 cardiovascular business unit provides the interventional cardiologist, interventional radiologist, and vascular surgeon with proprietary catheter-based implant technologies that minimize or prevent the risk of embolic events. The cardiovascular business unit also serves the pediatric interventional cardiologist with a broad range of cardiac septal repair implants delivered with nonsurgical catheter techniques. The NMT neurosciences business unit serves the needs of neurosurgeons with a range of implantable and single- use FRB|Weber Shandwick serves as financial relations counsel to this company, is acting on the company's behalf in issuing this bulletin and receiving compensation therefor. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. 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, including statements regarding the ability of the Company to satisfy closing conditions and performance and delivery milestones and the receipt of royalty payments on sales by C.R. Bard, Inc., 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, 2000, as amended and subsequent filings with the Securities and Exchange Commission. For additional information on NMT Medical, Inc., please visit the Company's website at www.nmtmedical.com. ------------------ ###