-----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, NNAdSZSlHprJ4guOr/nhEb1ShNJ7VwXYqVgNV0EPbKjJM1E8viPHDwt+idsxgRgT 3EDnC3XLyDnVKweNgwr/yQ== 0000899140-05-000361.txt : 20050406 0000899140-05-000361.hdr.sgml : 20050406 20050406160836 ACCESSION NUMBER: 0000899140-05-000361 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: EMMITT RICHARD B CENTRAL INDEX KEY: 0001083927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06523 FILM NUMBER: 05737083 BUSINESS ADDRESS: BUSINESS PHONE: 9082773737 MAIL ADDRESS: STREET 1: 18 BANK STREET CITY: SUMMIT STATE: NJ ZIP: 07901 4 1 emmitt_mti4-040505ex.xml X0202 4 2005-04-04 0 0000311407 MICRO THERAPEUTICS INC MTIX 0001083927 EMMITT RICHARD B 25 DEFOREST AVENUE SUMMIT NJ 07091 1 0 0 0 See footnote 2005-04-04 4 J 0 0 D 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/ Richard B. Emmitt 2005-04-05 EX-99.1 2 e2791100.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, the Vertical Funds may be deemed to have disposed of beneficial ownership of the 2,111,435 shares of the Common Stock to be contributed to ev3 LLC by the Vertical Funds. (2) The reporting person, a director of the Company, is a general partner of The Vertical Group, L.P., a Delaware limited partnership, the sole general partner of each of the Vertical Funds. Each of the Vertical Funds are members of ev3 LLC, a Delaware limited liability company, which wholly owns Micro Investment, LLC, a Delaware limited liability company. The reporting person disclaims beneficial ownership of all shares of the Common Stock beneficially owned by the Vertical Funds, except to the extent of any indirect pecuniary interest therein. -----END PRIVACY-ENHANCED MESSAGE-----