-----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, Iy1/+vduLGIFxezqj3CHNRRnGxA9tLx+anKUPV3TSDkjmnWtMCdz3BLG0LPBJVY/ DsCRG3eneAZsFSpQqYrjoA== 0000899140-05-000360.txt : 20050406 0000899140-05-000360.hdr.sgml : 20050406 20050406160801 ACCESSION NUMBER: 0000899140-05-000360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050404 FILED AS OF DATE: 20050406 DATE AS OF CHANGE: 20050406 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO THERAPEUTICS INC CENTRAL INDEX KEY: 0000311407 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330569235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 GOODYEAR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9498373700 MAIL ADDRESS: STREET 1: 2 GOODYEAR CITY: IRVINE STATE: CA ZIP: 92618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEATHERMAN ELIZABETH H CENTRAL INDEX KEY: 0001188681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06523 FILM NUMBER: 05737078 BUSINESS ADDRESS: STREET 1: 5677 AIRLINE RD CITY: ARLINGTON STATE: TN ZIP: 38002 BUSINESS PHONE: 9018679971 4 1 weatherman_mti4-040505ex.xml X0202 4 2005-04-04 0 0000311407 MICRO THERAPEUTICS INC MTIX 0001188681 WEATHERMAN ELIZABETH H 466 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 See footnote 2005-04-04 4 J 0 0 A Common stock, par value $0.001 per share 2111435 0 I See footnotes Please see Exhibit 99.1--Continuation Sheet. Please see Exhibit 99.1--Continuation Sheet. /s/ Elizabeth H. Weatherman 2005-04-05 EX-99.1 2 w2791093.txt CONTINUATION SHEET EXHIBIT 99.1 ------------ CONTINUATION SHEET Explanation of Responses: - ------------------------- (1) Pursuant to a Contribution and Exchange Agreement (the "Contribution Agreement"), dated April 4, 2005, by and among Micro Therapeutics, Inc. (the "Company"), ev3 LLC, a Delaware limited liability company ("ev3 LLC"), ev3 Inc., a Delaware corporation and wholly owned subsidiary of ev3 LLC ("ev3 Inc."), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (together with three affiliated entities, "WPEP"), Vertical Fund I, L.P., a Delaware limited partnership, and Vertical Fund II, L.P., a Delaware limited partnership (together with Vertical Fund I, L.P., the "Vertical Funds", and together with WPEP, the "Contributors"), the Contributors have agreed, upon the terms and subject to the conditions set forth in the Contribution Agreement, to contribute (the "Contribution") to ev3 LLC an aggregate of 9,704,819 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), comprised of a contribution of 7,593,384 shares by WPEP and 2,111,435 shares by the Vertical Funds. The Contribution Agreement was entered into in connection with certain reorganization transactions relating to the proposed initial public offering of common stock, par value $0.01 per share, of ev3 Inc. (the "IPO"). Subject to the terms and conditions set forth in the Contribution Agreement, the Contribution will take place within two business days of the date on which a registration statement containing the range of estimated IPO prices and the ratio of reverse stock split contemplated in connection with the IPO is first filed by ev3 Inc. with the Securities and Exchange Commission. Upon the closing of the Contribution, each Contributor will receive a number of common membership units of ev3 LLC determined by a formula set forth in the Contribution Agreement. As a result of the execution of the Contribution Agreement, WPEP may be deemed to have acquired beneficial ownership of the 2,111,435 shares of the Common Stock to be contributed to ev3 LLC by the Vertical Funds. (2) The sole general partner of WPEP is Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC"). WPP LLC is managed by Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WPEP. The reporting person, a director of the Company, is a managing director and member of WP LLC and a general partner of WP. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial owner of an indeterminate portion of the 24,336,759 shares of the Common Stock owned by Micro Investment, LLC, a Delaware limited liability company ("Micro LLC"), which is indirectly controlled by WPEP, and an indeterminate portion of the 9,704,819 shares of the Common Stock that will be owned by ev3 LLC, which is indirectly controlled by WPEP, upon the closing of the transactions contemplated by the Contribution Agreement. The reporting person disclaims beneficial ownership of all shares of Common Stock owned by Micro LLC and all shares of Common Stock to be owned by ev3 LLC, in each case, except to the extent of any indirect pecuniary interest therein. -----END PRIVACY-ENHANCED MESSAGE-----