-----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, LKhoFVy+cpag43x3pgZVfvx76UI5iDhtdeStbGxkqdlBupIVBU+AtT/nSw5XXl8u BOxPb8fVpB3X8GVef7YxYw== 0000950134-06-017672.txt : 20060913 0000950134-06-017672.hdr.sgml : 20060913 20060913155403 ACCESSION NUMBER: 0000950134-06-017672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060907 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20060913 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: 061088601 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 c08461e8vk.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: September 7, 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 Identification No.) of incorporation) 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. On September 7, 2006, ATS Medical, Inc. (the "Company") entered into an Exclusive Distribution Agreement with Novare Surgical Systems, Inc. ("Novare"), effective as of October 1, 2006 (the "Agreement"). Novare is the owner of the Enclose II(R) cardiac anastomosis assist device (the "Product"), which is a device used by cardiac surgeons to attach a bypass vessel to the aorta during coronary artery bypass graft surgery, and is engaged in the manufacture, marketing, sale and distribution of the Product. Under the terms of the Agreement, the Company has the exclusive right to market, sell and distribute the Product in the United States, Germany, France and the United Kingdom. The Company agreed to pay to Novare a transfer price for each box of Product it purchases. Starting in 2007, the Company is required to purchase an annual minimum amount of the Product which amount increases 15% each year. The Agreement has an initial term of three years from the effective date, subject to earlier termination under certain circumstances as provided in the Agreement. The Agreement provides that neither party may assign or otherwise transfer its rights and obligations under the Agreement without the prior written consent of the other party. However, without the other party's consent, either party may assign the Agreement to its successor in connection with a Change in Control (as defined in the Agreement) of such party. A copy of the Agreement will be filed as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2006. 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: September 13, 2006 -----END PRIVACY-ENHANCED MESSAGE-----