-----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, B5GAalTzD3qT+zLG3jyeWMmpiiW0BXalgDFAlpI1k+7mVVYpLUZZqyRJ1AFzdMAb bqiEknBHdhzUKyb5OGGa+Q== 0001104659-05-059790.txt : 20051208 0001104659-05-059790.hdr.sgml : 20051208 20051208142832 ACCESSION NUMBER: 0001104659-05-059790 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 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: 051251881 BUSINESS ADDRESS: STREET 1: 4600 NATHAN LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55442 BUSINESS PHONE: (763) 398-7000 MAIL ADDRESS: STREET 1: 4600 NATHAN LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55442 8-K 1 a05-19057_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  December 8, 2005

 


 

ev3 Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51348

 

32-0138874

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
Number)

 

 

 

 

 

4600 Nathan Lane North

 

 

Plymouth, Minnesota

 

55442

(Address of Principal Executive Offices)

 

(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:

 

ý    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 8.01.              Other Events.

 

On December 8, 2005, ev3 Inc., a Delaware corporation (“ev3”), issued a press release announcing that it expects the previously announced merger (the “Merger”) of a wholly owned subsidiary of ev3 into Micro Therapeutics, Inc., a Delaware corporation (“MTI”), to be completed on or about January 6, 2006 and that an information statement/prospectus relating to the Merger was mailed on December 7, 2005 to MTI stockholders of record at the close of business on November 14, 2005.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of ev3 Inc., dated December 8, 2005

 



 

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: December 8, 2005

 

 

ev3 Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ L. Cecily Hines

 

 

 

 

Name:

L. Cecily Hines

 

 

 

 

Title:

Vice President, Secretary

 

 

 

 

 

and Chief Legal Officer

 



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of ev3 Inc., dated December 8, 2005

 


EX-99.1 2 a05-19057_2ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

 

CONTACT:

Patrick D. Spangler, CFO

 

ev3 Inc.

 

4600 Nathan Lane North

 

Plymouth, Minnesota 55442

 

(763) 398-7000

 

pspangler@ev3.net

 

ev3 Inc. Announces Expected Closing Date for Acquisition of

Public Minority Stake in Micro Therapeutics, Inc.

 

Plymouth, MN – December 8, 2005 – ev3 Inc. (NASDAQ:  EVVV), a global endovascular device company, announced today that it expects the previously announced merger of a wholly owned subsidiary of ev3 into Micro Therapeutics, Inc. (MTI) (NASDAQ:  MTIX), an endovascular medical device company focused on neurovascular disease and disorders, to be completed on or about January 6, 2006.  Pursuant to this merger, ev3, which currently owns approximately 70.1% of MTI’s common stock through a wholly owned subsidiary, would acquire all MTI shares that it does not presently own in exchange for shares of ev3 common stock.

 

An information statement/prospectus relating to the merger was mailed on December 7, 2005 to MTI stockholders of record at the close of business on November 14, 2005.  As the majority stockholder of MTI, ev3 has previously executed a written consent approving the merger, which is the only stockholder approval necessary or required to complete the transaction under applicable law or the merger agreement.  As a result, MTI is not soliciting its stockholders to vote upon the transaction.

 

About ev3 Inc.

 

ev3 Inc. is a global medical device company focused on endovascular technologies for the minimally invasive treatment of vascular diseases and disorders.

 

ev3 and the ev3 logo are trademarks of ev3 Inc., registered in the U.S. and other countries.

 

Forward-Looking Statements.  Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied.  Such risks and uncertainties include: the result of the review of the transaction by various regulatory agencies and any conditions imposed on ev3 in connection with consummation of the transaction; satisfaction of various conditions to the closing of the transaction; existing and possible future litigation relating to the transaction; and the risks that are described from time to time in ev3’s and MTI’s respective reports filed with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K and quarterly reports on Form 10-Q, as such reports may have been amended.  ev3 undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

 



 

Additional Information About the Merger and Where to Find It.  In connection with the transaction, a registration statement on Form S-4, containing an information statement/prospectus, has been filed with the SEC.  MTI STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE INFORMATION STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE TRANSACTION.  The final information statement/prospectus has been mailed to stockholders of MTI.  Investors and security holders may obtain the registration statement containing the information statement/prospectus (and the filings with the SEC that are incorporated by reference into such documents) free of charge at the SEC’s web site, www.sec.gov, or from ev3 Investor Relations at (763) 398-7000 or MTI Investor Relations at (949) 837-3700.

 


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