-----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, Cc9Gw6+9lGtqjLBanRx2vaW84xEENePXVFq3Zpa/uyd8bsf3ZTIvkVyZREk/UMp0 TS1UG9ZYOBoN81WSekz27g== 0001104659-05-048479.txt : 20051014 0001104659-05-048479.hdr.sgml : 20051014 20051014115944 ACCESSION NUMBER: 0001104659-05-048479 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051014 DATE AS OF CHANGE: 20051014 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06523 FILM NUMBER: 051138062 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 FILED BY: 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: 425 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 425 1 a05-17637_18k.htm 425

 

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):  October 11, 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)

 

ý            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 October 11, 2005, a purported shareholder class action lawsuit related to the proposal by ev3 Inc. (“ev3”) to acquire all of the outstanding shares of common stock of its majority-owned subsidiary, Micro Therapeutics, Inc. (“MTI”) that ev3 does not already own through an exchange offer followed by a merger (the “Proposed Transaction”), was filed in the Court of Chancery of the State of Delaware, in and for New Castle County, Delaware, naming MTI and each of its directors and ev3 as defendants. The lawsuit, Lascala Partners, LLC v. Micro Therapeutics, Inc., et al (Case No. CA1706-N), alleges that the defendants have and are breaching their fiduciary duties to the detriment of MTI’s stockholders by, among other things, denying MTI”s public stockholders the opportunity to obtain fair value for their equity interests by proposing a transaction at an inadequate premium.

 

The complaint seeks the following relief:  (1) certification of the lawsuit as a class action, (2) an injunction preventing the completion of the Proposed Transaction, (3) rescission of the Proposed Transaction or rescissory damages to the extent the Proposed Transaction is already implemented prior to final judgment, (4) compensation for the plaintiff and other members of the class for all damages sustained as a result of the defendants’ conduct, (5) directing that the defendants account to the plaintiff and other members of the class for all profits and any special benefits obtained as a result of their conduct; (6) costs and disbursements of the lawsuit, including attorneys’ fees and expenses and (7) such other relief as the court may find just and proper.

 

ev3 believes this lawsuit is without merit and plans to defend it vigorously.

 

Additional Information and Where to Find It

 

In connection with the Proposed Transaction, a registration statement on Form S-4, containing a prospectus, will be filed with the Securities and Exchange Commission (the “SEC”).  MTI stockholders are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the prospectus that will be part of the registration statement, because they will contain important information about the Proposed Transaction.  The final prospectus will be mailed to stockholders of MTI.  Investors and security holders will be able to obtain the registration statement containing the prospectus (and the filings with the SEC that will be incorporated by reference into such documents) free of charge at the SEC’s web site, www.sec.gov, and from ev3 Investor Relations at (763) 398-7000.

 

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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: October 14, 2005

ev3 Inc.

 

 

 

 

 

By:

 

/s/ L. Cecily Hines

 

 

 

Name:

 L. Cecily Hines

 

 

Title:

 Vice President, Secretary
 and Chief Legal Officer

 

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