-----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, F5BnyatrmsFwWSLmNWaWstsMNgX9Up0XUsefdXg5yU84QGz6q6tZ5cS1TH1qG1tQ 3nVahS4Q6By1019Tw5Vmnw== 0000950137-06-013235.txt : 20061205 0000950137-06-013235.hdr.sgml : 20061205 20061205163448 ACCESSION NUMBER: 0000950137-06-013235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061129 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061205 DATE AS OF CHANGE: 20061205 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: 061257710 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 c10524e8vk.txt CURRENT REPORT ================================================================================ 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: NOVEMBER 29, 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 (see General Instruction A.2 below): [ ] 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On November 29, 2006, ATS Medical, Inc., a Minnesota corporation (ATS), exercised its option to purchase certain assets of EM Vascular, Inc., a Minnesota corporation (EM Vascular), pursuant to a May 2005 Option and Asset Purchase Agreement executed by the companies (Agreement). The most significant asset acquired as part of this purchase is technology that may potentially allow for a non-invasive, non-pharma therapy for the treatment of such disorders as atherosclerotic plaque and blood hyper-cholesterolemia. Under the terms of the Agreement, upon closing, expected to be on or about January 27, 2007, ATS will pay EM Vascular an initial payment of $500,000 in the form of ATS Common Stock, subject to the holdback of $150,000 worth of ATS Common Stock to secure EM Vascular's indemnification obligations. In addition to the initial closing payment, ATS will be obligated to make additional contingent payments to EM Vascular of $1,000,000 in the form of ATS Common Stock upon obtaining FDA approval to market a product that is covered by EM Vascular patents or patent applications ("EM Vascular Products"), of quarterly cash payments equal to 4% of the revenue from the sale of Products for a period of ten years from the date of the first commercial sale of an EM Vascular Product, and of $1,200,000 in the form of ATS Common Stock following the end of the first quarter in which ATS recognizes cumulative revenues of $10,000,000 from the sale of EM Vascular Products in a quarter. These contingent payments are subject to certain rights of set-off for indemnification claims and certain other events. The issuance of shares of ATS Common Stock to EM Vascular will be made pursuant to the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. Upon the subsequent transfer by EM Vascular to its shareholders of the shares of ATS common stock issued in accordance with the Agreement, the EM Vascular shareholders will have certain registration rights as provided in the Agreement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS. 99.1 Press Release of ATS Medical, Inc., dated December 4, 2006. 2 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. Date: December 5, 2006 ATS MEDICAL, INC. By: /s/ Michael D. Dale ------------------------------- Michael D. Dale Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of ATS Medical, Inc., dated December 4, 2006. 4 EX-99.1 2 c10524exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [ATS MEDICAL LOGO] Contact: Michael Dale, President/CEO 763-553-7736 Michael Kramer/Senior Director of Finance 763-557-2222 Investors: EVC Group, Inc. Jennifer Beugelmans, 646-201-5447 Doug Sherk, 415-896-6820 Steve DiMattia, 646-201-5445 (Media) ATS MEDICAL ACQUIRES ASSETS FROM EM VASCULAR MINNEAPOLIS, December 4, 2006--ATS Medical, Inc. (Nasdaq: ATSI) a leader in providing innovative products and services focused on cardiac surgery today announced the acquisition of certain assets of EM Vascular, Inc. The transaction will be completed through an issuance of ATS Common Stock to EM Vascular Inc. and subsequently distributed to EM Vascular stockholders. The significant asset acquired as part of this purchase is key intellectual property that may lead to breakthroughs in the treatment of common vascular and blood disorders that afflict millions of people each year. Specifically, the technology may allow for a noninvasive, non-pharma therapy for the treatment of such disorders as atherosclerotic plaque and blood hypercholesterolemia. The technology also provides opportunities for future angiogenesis applications. "This purchase is the culmination of an 18-month research collaboration that has shown exciting promise and results in several areas. We are very excited about this important addition to an intellectual property portfolio that has increased dramatically during the course of 2006. This acquisition allows ATS to pursue several groundbreaking avenues for treatments, devices, and procedures that may improve the quality of care for millions of patients. The technology complements pioneering research conducted by our scientists and will likely strengthen existing ATS technology as well as position us for significant therapeutic advances in the future," said David R. Elizondo, Vice President of Research and Development. ABOUT ATS MEDICAL ATS Medical, Inc. provides innovative products and services focused on cardiac surgery. The company, global in scope, has been headquartered in Minneapolis, Minnesota since its founding in 1991. More than 130,000 ATS Open Pivot(R) Heart Valves, which utilize a unique pivot design resulting in exceptional performance and low risk profile, have been implanted in patients worldwide. The ATS 3F(R) brand encompasses multiple tissue heart valve product offerings at varying steps from market introductions to clinical trials to development projects that incorporate less invasive valve replacement technology. ATS Medical's focus on cardiac surgery is further strengthened by offerings that include ATS Simulus(TM) annuloplasty products for heart valve repair, SurgiFrost(R) and FrostByte(TM) products for surgical cryoablation of cardiac arrhythmias, RTI-Cardiovascular for allograft tissue services, and the development of PARSUS blood filtration technology. The ATS Medical web site is http://www.atsmedical.com. SAFE HARBOR This Press Release contains forward-looking statements that may include statements regarding intent, belief or current expectations of the Company and its management. Actual results could differ materially from those projected in the forward looking statements as a result of a number of important factors, including the results of clinical trials, the integration of 3F Therapeutics, regulatory actions, competition, pricing pressures, supplier actions and management of growth. For a discussion of these and other risks and uncertainties that could affect the Company's activities and results, please refer to the Company's filings with the Securities and Exchange Commission including its Form 10-K for the year ended December 31, 2005, as amended, and its Form S-4 Registration Statement, as amended, filed with respect to the merger with 3F Therapeutics. # # # # -----END PRIVACY-ENHANCED MESSAGE-----