-----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, Q4+0tWIbvNdvdLMH/loBKUx3cvKQPiOZEZexgDPRsaC3zsMxzm3/Tz/X9R5kwoes EUZQIT8HsC7+eg5m6p67Rw== 0000950137-07-001015.txt : 20070126 0000950137-07-001015.hdr.sgml : 20070126 20070126172749 ACCESSION NUMBER: 0000950137-07-001015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070126 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 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: 07557745 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 c11773e8vk.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: JANUARY 26, 2007 (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 8.01 OTHER EVENTS On January 26, 2007, CarboMedics, Inc. ("CarboMedics"), a wholly owned subsidiary of Sorin, a European company based in Italy, filed suit against ATS Medical, Inc. ("ATS"), alleging breach of contract by ATS with respect to a long-term supply agreement between ATS and CarboMedics. The complaint seeks enforcement of the contract in addition to monetary damages. ATS has disclosed the agreement with CarboMedics in its public filings. ATS believes that the complaint by CarboMedics is without merit, that the contract has been repudiated and breached by CarboMedics, and that ATS has affirmative claims against CarboMedics for disparagement, breach of the covenants of good faith and fair dealing, and breach of the parties' suspension agreement. A press release of ATS responding to the CarboMedics complaint is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS. 99.1 Press Release of ATS Medical, Inc., dated January 26, 2007. 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: January 26, 2007 ATS MEDICAL, INC. By: /s/ Michael R. Kramer ------------------------------- Michael R. Kramer Principal Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of ATS Medical, Inc., dated January 26, 2007. 4 EX-99.1 2 c11773exv99w1.txt PRESS RELEASE [ATS MEDICAL LOGO] Contacts: Michael Dale, President/CEO Investors: 763-553-7736 Jennifer Beugelmans, 646-201-5447 Michael Kramer, Senior Director of Doug Sherk, 415-896-6820 Finance Steve DiMattia, 646-201-5445 (Media) 763-557-2222 ATS Medical Responds to CarboMedics Lawsuit MINNEAPOLIS, January 26, 2007 -- ATS Medical, Inc. (NASDAQ: ATSI), manufacturer and marketer of state-of-the-art cardiac surgery products and services, today released its response to a lawsuit and press release filed by CarboMedics, Inc. CarboMedics is fully-owned by Sorin, a European company based in Italy. The complaint filed by CarboMedics alleges breach of contract by ATS Medical with respect to a long-term supply agreement between ATS Medical and CarboMedics and seeks enforcement of the contract in addition to monetary damages. ATS Medical has disclosed the agreement in its public filings. At the time of the agreement, CarboMedics' predecessor had a monopoly over NASA legacy carbon technology. ATS Medical believes that the complaint by CarboMedics is without merit, that the contract has been repudiated and breached by CarboMedics, and that ATS Medical has affirmative claims against CarboMedics for disparagement, breach of the covenants of good faith and fair dealing, and breach of the parties' suspension agreement. "After careful review of the facts and observation of conduct by CarboMedics over a long period of time, ATS Medical has concluded that CarboMedics has rejected, undermined and breached its contractual relationship with ATS Medical," commented Michael Dale, President and CEO of ATS Medical. "CarboMedics' decision to file suit represents, in our opinion, an attempt by a competitor to strike advantage where none exists. We are confident that the legal process will support our conclusion that multiple material breaches have been committed by CarboMedics." 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-----