-----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, AE7SM6R5+zaaT4fJ8UR7sWV9mvVdvYDcub82dMOXL8JtkyK3qL3PPQO4yPcQRFZr 5LqcrwNMia8AIJOtzETODw== 0000950134-06-016250.txt : 20060815 0000950134-06-016250.hdr.sgml : 20060815 20060815164443 ACCESSION NUMBER: 0000950134-06-016250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060810 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATS MEDICAL INC CENTRAL INDEX KEY: 0000824068 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 411595629 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18602 FILM NUMBER: 061035788 BUSINESS ADDRESS: STREET 1: 3905 ANNAPOLIS LA STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125537736 MAIL ADDRESS: STREET 1: 3905 ANNAPOLIS LANE STREET 2: SUITE 105 CITY: MINNEAPOLIS STATE: MN ZIP: 55447 FORMER COMPANY: FORMER CONFORMED NAME: ATS MEDCIAL INC DATE OF NAME CHANGE: 19920803 8-K 1 c07871e8vk.txt FORM 8-K ================================================================================ 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: AUGUST 10, 2006 (Date of earliest event reported) ATS MEDICAL, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-18602 ---------- MINNESOTA 41-1595629 (State or other jurisdiction (IRS Employer of incorporation) Identification No.)
3905 ANNAPOLIS LANE N. 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) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. As previously disclosed, on January 23, 2006, ATS Medical, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Seabiscuit Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, 3F Therapeutics, Inc., a Delaware corporation ("3F"), and Boyd D. Cox, as stockholder representative. The Merger Agreement provides that Seabiscuit Acquisition Corp. will merge with and into 3F, and 3F will become a wholly owned subsidiary of the Company. On June 13, 2006, the Company, Seabiscuit Acquisition Corp., 3F and Boyd D. Cox entered into Amendment No. 1 to the Merger Agreement ("Amendment No. 1"). A description of Amendment No. 1 was provided in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 19, 2006. On August 10, 2006, the Company, Seabiscuit Acquisition Corp., 3F and Boyd D. Cox entered into Amendment No. 2 to the Merger Agreement ("Amendment No. 2"). Amendment No. 2 extends the termination date of the Merger Agreement, as amended by Amendment No. 1, from August 31, 2006 to September 30, 2006. The above description of Amendment No. 2 is qualified in its entirety by reference to the attached copy of Amendment No. 2, which is incorporated herein by reference. A copy of the Merger Agreement was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities Exchange Commission on January 26, 2006, and a copy of Amendment No. 1 was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities Exchange Commission on June 19, 2006. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 2.1 Amendment No. 2 to Agreement and Plan of Merger, dated as of August 10, 2006, by and among ATS Medical, Inc., Seabiscuit Acquisition Corp., 3F Therapeutics, Inc. and Boyd D. Cox, as stockholder representative. 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. ATS MEDICAL, INC. By: /s/ Michael D. Dale ------------------------------------ Michael D. Dale Chief Executive Officer Date: August 15, 2006 EXHIBIT INDEX 2.1 Amendment No. 2 to Agreement and Plan of Merger, dated as of August 10, 2006, by and among ATS Medical, Inc., Seabiscuit Acquisition Corp., 3F Therapeutics, Inc. and Boyd D. Cox, as stockholder representative. EX-2.1 2 c07871exv2w1.txt AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into as of August 10, 2006, by and among ATS Medical, Inc., a Minnesota corporation ("Parent"), Seabiscuit Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"), 3F Therapeutics, Inc., a Delaware corporation (the "Company"), and Boyd D. Cox, as Stockholder Representative (the "Stockholder Representative" and, together with Parent, Merger Subsidiary and the Company, the "Parties"). RECITALS WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated January 23, 2006, which agreement was amended by the Parties on June 13, 2006 (the "Merger Agreement"); WHEREAS, the Merger Agreement provides that, on or after August 31, 2006 (the "Termination Date"), and provided that certain conditions are met, any of Parent, Merger Subsidiary or the Company may terminate the Merger Agreement and abandon the transactions contemplated therein; WHEREAS, the Parties desire to amend the Merger Agreement in order to extend the Termination Date as provided herein; and WHEREAS, the boards of directors of Parent, Merger Subsidiary and the Company have approved this Amendment. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. 2. AMENDMENT. Subsection (ddddddd) of Section 11.1 of the Merger Agreement is hereby amended and restated in its entirety as follows: "(ddddddd) "Termination Date" shall mean September 30, 2006." 3. NO OTHER AMENDMENTS. Except as specifically set forth in Section 2 of this Amendment, the Merger Agreement shall remain unchanged and shall continue in full force and effect. 4. MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms and conditions of this Amendment shall inure to the benefit of and be binding upon and be enforceable by the respective heirs, successors and assigns of the parties hereto. Nothing in this Amendment, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Amendment, except as expressly provided in this Amendment. 1 (b) GOVERNING LAW. This Amendment shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of law). (c) COUNTERPARTS. This Amendment may be signed in any number of counterparts and the signatures delivered by facsimile, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. [Remainder of Page Intentionally Left Blank] 2 IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. PARENT: ATS MEDICAL, INC. By: /s/ Michael D. Dale -------------------------------------------------------- Michael D. Dale President and Chief Executive Officer MERGER SUBSIDIARY: SEABISCUIT ACQUISITION CORP. By: /s/ Michael D. Dale -------------------------------------------------------- Michael D. Dale Chief Executive Officer COMPANY: 3F THERAPEUTICS, INC. By: /s/ Walter A. Cuevas -------------------------------------------------------- Walter A. Cuevas President and Chief Executive Officer STOCKHOLDER REPRESENTATIVE: /s/ Boyd D. Cox -------------------------------------------------------- Boyd D. Cox
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