8-K

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 18, 2007

VOLCANO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 000-52045
(Commission
File Number) 33-0928885
(I.R.S. Employer
Identification Number)

2870 Kilgore Road, Rancho Cordova, CA
(Address of Principal Executive Offices) 95670
(Zip Code)

800-228-4728
Registrant’s Telephone Number, Including Area Code

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))

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Item 2.01. Completion of Acquisition or Disposition of Assets.

     On December 18, 2007, pursuant to the Agreement and Plan of Merger dated December 7, 2007, by and among Volcano Corporation (the “Registrant” or “Volcano”), Corazon Acquisition, Inc., a wholly-owned subsidiary of Volcano (“Merger Sub”), CardioSpectra, Inc. (“CardioSpectra”), and Paul Castella and Christopher E. Banas, as the Stockholders’ Representatives (the “Merger Agreement”), Merger Sub merged with and into CardioSpectra (the “Merger”). Pursuant to the terms of the Merger Agreement, Volcano paid $25 million in cash at closing (the “Closing Consideration”), to CardioSpectra’s shareholders and warrant holders, $2.5 million of which was contributed to and remains subject to an escrow fund which will be available for 12 months following the later of the closing of the Merger and the date of completion of any audit of CardioSpectra’s financial statements that Volcano may undertake, to indemnify Volcano and related indemnitees for certain matters, including breaches of representations and warranties and covenants made by Cardiospectra in the merger agreement. Volcano also agreed to payments of up to an additional $38 million payable upon the achievement of certain milestones. Such payments, if any, would be paid in either cash or shares of Volcano common stock, as determined by Volcano in its sole discretion. Additionally, Volcano assumed approximately $300,000 of CardioSpectra’s indebtedness.

     The foregoing description of the Merger contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the description set forth in Item 1.01 to the Company’s current report on Form 8-K filed on December 10, 2007.

Item 8.01 Other Events.

     On December 18, 2007, Volcano issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statement of Business Acquired

     The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

     (b) Pro Forma Financial Information

     The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

     (d) Exhibits

Exhibit
Number		Description of Exhibit
	99.1	Press Release issued by Volcano on December 18, 2007

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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.

	Volcano Corporation
Date: December 18, 2007	/s/ John T. Dahldorf
	John T. Dahldorf
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
	99.1	Press Release issued by Volcano on December 18, 2007

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EX-99.1

Exhibit 99.1

VOLCANO ANNOUNCES CLOSING OF CARDIOSPECTRA ACQUISITION

      (SAN DIEGO, CA), December 18, 2007—Volcano Corporation (NASDAQ: VOLC), a provider of intravascular ultrasound (IVUS) and functional measurement (FM) products designed to enhance the diagnosis and treatment of vascular and structural heart disease, announced today that it has completed its previously announced acquisition of CardioSpectra, Inc.

     CardioSpectra is a privately-held company developing innovative Optical Coherence Tomography (OCT) technology. CardioSpectra’s unique OCT imaging system is expected to complement Volcano’s existing product offerings and further enhance Volcano’s position as an imaging technology leader in the field of interventional medicine.

     Under terms of the agreement, which was announced on December 10, 2007, Volcano paid $25 million in cash at closing to CardioSpectra’s shareholders and warrant holders. In addition, Volcano may make additional payments upon the achievement of certain product development, regulatory and revenue milestones. Any future payment may be made in cash or stock, or a combination of both at Volcano’s discretion.

About Volcano

     Volcano Corporation (NASDAQ: VOLC) offers a broad suite of devices designed to facilitate endovascular procedures, enhance the diagnosis of vascular and structural heart disease and guide optimal therapies. The company’s intravascular ultrasound (IVUS) product line includes ultrasound consoles that can be integrated directly into virtually any modern cath lab. Volcano IVUS offers unique features, including both single-use phased array and rotational IVUS imaging catheters, and advanced functionality options, such as VH™ IVUS tissue characterization and ChromaFlo^®. Volcano also provides functional measurement (FM) consoles and single-use pressure and flow guide wires. Currently, more than 2,900 Volcano IVUS and FM systems are installed worldwide, with approximately half of its revenues coming from outside the United States. For more information, visit the company’s website at http://www.volcanocorp.com.

Forward-Looking Statements

     This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this news release regarding the CardioSpectra acquisition, Volcano’s business and technology, and CardioSpectra’s business and technology, that are not historical facts may be considered “forward-looking statements,” including statements regarding the CardioSpectra acquisition, its expected benefits to Volcano and CardioSpectra, the complementary nature of each company’s technology and skill sets to the other, Volcano’s long-term goals from the CardioSpectra acquisition, and the features of CardioSpectra’s technology and its potential. Forward-looking statements are based on management’s current preliminary expectations and are subject to risks and uncertainties, which may cause Volcano’s results to differ materially and adversely from the statements contained here. Some of the potential risks and uncertainties that could cause actual results to differ from the results predicted are detailed in the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings made with the Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Volcano undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

Contacts:
John Dahldorf
Chief Financial Officer
Volcano Corporation
(916) 638-8008
or
Neal Rosen
Ruder-Finn
(415) 692-3058