-----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, KFpBo2bmEHr0iNAhw/FZH+C08k/hAWXrDmEBaIS69TFbEH4Vva8HPoWMxuAmyPaI 41pQ+lnWNpOJCotzeWL/iw== 0000950137-08-009759.txt : 20080728 0000950137-08-009759.hdr.sgml : 20080728 20080728165553 ACCESSION NUMBER: 0000950137-08-009759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080722 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080728 DATE AS OF CHANGE: 20080728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ev3 Inc. CENTRAL INDEX KEY: 0001318310 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 320138874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51348 FILM NUMBER: 08973461 BUSINESS ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 BUSINESS PHONE: (763) 398-7000 MAIL ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 8-K 1 c33502e8vk.htm CURRENT REPORT e8vk
 
 
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): July 22, 2008
 
ev3 Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or Other Jurisdiction of
Incorporation) 		  000-51348
(Commission File Number) 		  32-0138874
(I.R.S. Employer Identification
Number)
     
9600 54th Avenue North, Suite 100
Plymouth, Minnesota
(Address of Principal Executive Offices) 		  55442
(Zip Code)
(763) 398-7000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.02. Termination of a Material Definitive Agreement.
     Merck & Co., Inc. notified ev3 Inc. that Merck was exercising its right to terminate the amended and restated collaboration and license agreement, dated September 26, 2006, between Merck and FoxHollow Technologies, Inc., a wholly owned subsidiary of ev3, effective July 22, 2008. Under the terms of the agreement, which was amended in July 2007 in connection with ev3’s acquisition of FoxHollow, Merck had the right to terminate the agreement if John B. Simpson, Ph.D., M.D., FoxHollow’s founder and former chief executive officer, was no longer a director of ev3 other than in the event of his death or disability. As a result of Dr. Simpson’s resignation from ev3’s board of directors in February 2008, Merck had the right to terminate the agreement at any time during the six-month period thereafter.
     FoxHollow’s agreement to collaborate exclusively with Merck will remain through November 9, 2008 at which time Merck will have an option to extend the exclusivity upon additional payments to FoxHollow.
     ev3 disclosed the material terms of the amended and restated collaboration and license agreement and the amendment, waiver, consent and assumption agreement dated as of July 21, 2007 in its annual report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 13, 2008, and filed a copy of the amended and restated collaboration and license agreement and the amendment, waiver, consent and assumption agreement as exhibits thereto, both the description and agreements of which are incorporated herein by reference. In connection with the FoxHollow acquisition, ev3 also assumed FoxHollow’s obligations under a stock purchase agreement with Merck, which agreement was filed by ev3 as an exhibit to its annual report on Form 10-K for the fiscal year ended December 31, 2007 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Richard N. Kender, a representative of Merck on ev3’s board of directors, notified ev3 of his resignation as a member of ev3’s board of directors effective July 25, 2008.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Dated: July 28, 2008  ev3 INC.
 		  
  By:   /s/ Kevin M. Klemz    
    Name:   Kevin M. Klemz   
    Title:   Senior Vice President, Chief Legal Officer and Secretary   
 

 

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