8-K 1 c79803e8vk.txt FORM 8-K 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): July 9, 2003 ATS MEDICAL, INC. ----------------- (Exact name of registrant as specified in its charter) Minnesota --------- (State or other jurisdiction of incorporation) 0-18602 41-1595629 ------- ---------- (Commission file number) (IRS employer identification no.) 3905 Annapolis Lane, Suite 105, Minneapolis, Minnesota 55447 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (763) 553-7736 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) Page 1 of 3 Pages ITEM 5. OTHER EVENTS. On July 21, 2003, ATS Medical, Inc. (the "Registrant") and Centerpulse USA Holding Co. entered into an agreement under which the Registrant would pay Centerpulse $12.0 million in exchange for cancellation of $28.2 million in aggregate obligations under a technology agreement with Carbomedics Inc. The agreement is filed as an exhibit to this report. On August 6, 2003, the Registrant entered into stock purchase agreements to sell 4.4 million shares of its common stock for gross proceeds of $12.3 million in a private placement to institutional investors through its agent, U.S. Bancorp Piper Jaffray. The form of stock purchase agreement is filed as an exhibit to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibits are being filed with this report: 10.1 Letter Agreement between ATS Medical, Inc. and Centerpulse USA Holding Co. dated as of July 9, 2003. 10.2 Form of Stock Purchase Agreement between ATS Medical, Inc. and certain institutional investors. Page 2 of 3 Pages 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. ATS MEDICAL, INC. By: /s/ Michael D. Dale ------------------------------------- Michael D. Dale President and Chief Executive Officer Dated: September 25, 2003 Page 3 of 3 Pages EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 10.1 Letter Agreement between ATS Medical, Inc. and Centerpulse USA Holding Co. dated as of July 9, 2003. 10.2 Form of Stock Purchase Agreement between ATS Medical, Inc. and certain institutional investors.