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): November 22, 2012
VOLCANO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-52045 | 33-0928885 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation or organization) | File Number) | Identification No.) | ||
3661 Valley Centre Drive, Suite 200 | ||||
San Diego, California | 92130 | |||
(Address of principal executive offices) | (Zip 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 November 22, 2012, Volcano Corporation (the Company) entered into a share purchase agreement to acquire all of the outstanding equity of Sync-Rx Ltd., a privately-held company based in Israel (Sync-Rx) that develops advanced software applications designed to optimize and facilitate transcatheter cardiovascular interventions using automated online image processing. Pursuant to the agreement, a wholly-owned Israeli subsidiary of the Company will acquire all of the outstanding equity shares of Sync-Rx for an aggregate purchase price of $17.3 million, minus the amount of transaction expenses and indebtedness of Sync-Rx that remain unpaid at the closing, and subject to a positive or negative working capital adjustment to the extent that Sync-Rxs working capital is greater than or less than zero at the closing. The Company will assume approximately $1.9 million of repayment obligations of Sync-Rx in connection with grants from the Office of the Chief Scientist of Israels Ministry of Industry, Trade and Labor. The transaction has been approved by the boards of directors of both the Company and Sync-Rx. No vote of the Companys stockholders is required in connection with the transaction.
At the closing of the transaction, $3.3 million of the aggregate consideration otherwise payable at closing will be contributed to an escrow account to secure indemnification rights of the Company, which will be available for 18 months to indemnify the Company and related indemnitees for certain matters, including breaches of representations and warranties and covenants included in the share purchase agreement. The Company, Sync-Rx and the shareholders of Sync-Rx have agreed to customary representations and warranties.
Following the closing of the transaction, the Company, through a wholly-owned Israeli subsidiary, will continue the operations of Sync-Rx in Israel. Substantially all of the employees of Sync-Rx are expected to remain as employees following the closing of the transaction, and the Company will maintain an employee retention and performance bonus plan for certain employees and consultants of Sync-Rx.
A copy of the press release announcing the execution of the share agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description of Exhibit | |
99.1 | Press Release issued by Volcano Corporation on November 23, 2012 |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this report that are not historical facts may be considered forward-looking statements, including: statements regarding the expected closing of the transaction described above; the features and capabilities or potential features and capabilities of the technologies of Sync-Rx; the expected benefits to the Company of the transaction; the complementary nature of the Sync-Rx technologies to be acquired with the Companys business, products and technologies; the expected market, including its size, to be addressed by the Companys products and Sync Rxs products; future operations of the Sync-Rx business; and the benefits or potential benefits of the Companys products and procedures. Forward-looking statements are based on managements current expectations and are subject to risks and uncertainties that may cause the Companys results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ include: the risk that the transaction described above is not completed; the risk that the benefits of the transaction described above are not realized; the effect of competitive factors and the Companys reactions to those factors; purchasing decisions with respect to the Companys products; the pace and extent of market adoption of the Companys products and technologies; uncertainty in the process of obtaining regulatory approval or clearance for the Companys products or devices; the success of the Companys growth strategies; risks associated with the Companys international operations; timing and achievement of product development milestones; the outcome of ongoing or future litigation; the impact and benefits of market
development; the Companys ability to protect its intellectual property; dependence upon third parties; unexpected new data, safety and technical issues; market conditions; and other risks inherent to medical device development and commercialization. These and additional risks and uncertainties are more fully described in the Companys filings made with the Securities and Exchange Commission, including the Companys most recent quarterly report 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. The Company disclaims any obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
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.
VOLCANO CORPORATION | ||
By: | /s/ Darin Lippoldt | |
Darin Lippoldt Senior Vice President and General Counsel |
Dated: November 23, 2012
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | Press Release issued by Volcano Corporation on November 23, 2012 |
Exhibit 99.1
Volcano Corporation Signs Agreement to Acquire Sync-Rx Ltd.
Expands Multi-Modality Platform Capability
SAN DIEGO, Calif., November 23, 2012Volcano Corporation (Nasdaq: VOLC), a leading developer and manufacturer of precision guided therapy tools designed to enhance the diagnosis and treatment of coronary and peripheral vascular disease, today announced that it has entered into a definitive agreement to acquire Sync-Rx Ltd., a privately-held company based in Israel that develops advanced software applications that optimize and facilitate transcatheter cardiovascular interventions using automated online image processing. It is anticipated the transaction will close within the next 30 days.
This transaction represents a strategic step in the advancement of our multi-modality platform, said Scott Huennekens, President and Chief Executive Officer of Volcano Corporation. Sync-Rxs technology provides Volcano with a platform on which to build a range of advanced software features that will aid clinical decision-making by providing angiography and intra-body image enhancement, measurements and non-invasive imaging and intravascular co-registration capabilities, and future opportunities in physiology and peripheral and minimally invasive structural heart therapy guidance. We are excited about the Sync-Rx team joining Volcano and establishing a footprint in Israel, given the breadth and depth of medical imaging and software talent there.
Recent trends impacting Percutaneous Coronary Interventions (PCI) include the heightened scrutiny of health care costs, resulting in the need to validate treatment and outcomes with evidence as well as documentation of results for quality metrics and reimbursement support, specifically regarding appropriateness to stent and the results of the stenting. Volcano is focused on guiding and optimizing the delivery of minimally invasive therapies utilizing visualization, physiology, and other technologies to help clinicians achieve a more personalized treatment path for their patients as well as documenting outcomes.
Sync-Rxs technology will allow Volcano to better integrate and present a wide variety of data in an intuitive manner that creates more meaningful information for the physician and documentation for the hospital, added Mr. Huennekens. We see the technology being incorporated seamlessly into our existing multi-modality system with the ability in the future to co-register IVUS images directly on to the angiogram. Future applications for the Sync-Rx technology in other areas include co-registration of non-invasive imaging with real time intra-body physiology measurements and IVUS peripheral, forward looking IVUS, forward looking intra-cardiac (ICE), and OCT imaging.
About Volcano Corporation
Volcano Corporation is revolutionizing the medical device industry with a broad suite of technologies that make imaging and therapy simpler, more informative and less invasive. Our products empower physicians around the world with a new generation of analytical tools that deliver more meaningful informationusing sound and light as the guiding elements. Founded in cardiovascular care and expanding into other specialties, Volcano is changing the assumption about what is possible in improving patient outcomes by combining imaging and therapy together. For more information, visit the companys website at www.volcanocorp.com.
About Sync-Rx
Sync-Rx, Ltd. develops software that optimizes and facilitates transcatheter cardiovascular interventions using automated online image processing. The companys current focus is on coronary catheterizations. Sync-Rx, Ltd. is located in Netanya, Israel.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not
historical facts may be considered forward-looking statements, including: statements regarding the expected closing of the transaction described above; the features and capabilities or potential features and capabilities of the technologies of Sync-Rx; the expected benefits to Volcano of the transaction; the complementary nature of the Sync-Rx technologies to be acquired with Volcanos business, products and technologies; the expected market, including its size, to be addressed by Volcanos products and Sync Rxs products; future operations of the Sync-Rx business; and the benefits or potential benefits of Volcanos products and procedures. Forward-looking statements are based on managements current expectations and are subject to risks and uncertainties that may cause Volcanos actual results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ include the risk that the transaction described above is not completed; the risk that benefits of the transaction described above are not realized; the effect of competitive factors and Volcanos reactions to those factors; purchasing decisions with respect to Volcanos products; the pace and extent of market adoption of Volcanos products and technologies; uncertainty in the process of obtaining regulatory approval or clearance for Volcanos products or devices; the success of Volcanos growth strategies; risks associated with Volcanos international operations; timing and achievement of product development milestones; outcome of ongoing or future litigation; the impact and benefits of market development; our ability to protect our intellectual property; dependence upon third parties; unexpected new data, safety and technical issues; market conditions and other risks inherent to medical device development and commercialization. These and additional risks and uncertainties are more fully described in Volcanos filings made with the Securities and Exchange Commission, including our most recent quarterly report 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 disclaims any obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
Media contact:
Edrienne Brandon
ebrandon@volcanocorp.com
858-720-4136
Investor contact:
Neal Rosen
nrosen@volcanocorp.com
650-458-3014