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 (date of earliest event reported): October 23, 2003

MEDAMICUS, INC.

(Exact name of Registrant as specified in its charter)

Minnesota	0-19467	41-1533300
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
15301 Highway 55 West Plymouth, MN		55447
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code   (763) 559-2613

Items 1, 3, 4, 5, 6, 8, 10, 11 and 12 are not applicable and therefore omitted.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

On October 23, 2003, Medamicus, Inc. (the “Company”) closed on the acquisition of substantially all of the operating assets of BIOMEC Cardiovascular Inc. (“BCI”) and certain of the assets of its parent company, BIOMEC Inc., relating to the development and manufacture of implantable stimulation leads, lead delivery systems and accessories for cardiac rhythm management and neuromodulation, that BCI and BIOMEC used in the connection with their proprietary pacing-lead products and pacing accessories and BCI’s other products and services.  The acquisition, which will be effective as of 11:59 p.m. Central Time on October 23, 2003, occurred pursuant to an Asset Purchase Agreement among the parties dated July 21, 2003.

The purchase price for the assets paid at closing was $18 million, which consisted of $10 million in cash, the assumption of $1 million in liabilities and $7 million in stock through the issuance of 933,333 shares of Medamicus common stock valued at $7.50 per share.  The closing payment remains subject to a working capital adjustment to be made within 30 days of the closing based upon BCI’s balance sheet as of October 23, 2003.  In addition to the closing payment, Medamicus may be required to make two additional future payments to BCI and BIOMEC, that are contingent upon the acquired business achieving specified sales results in 2003 and 2004.  The consideration for the acquisition was determined through arm’s-length negotiations between the Company and BCI and BIOMEC.

A copy of the press release issued by the Company is attached at Exhibit 99.1 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)           Financial Statements of Business Acquired

The Company undertakes to file the financial statements of BCI within the time period prescribed by this Item 7.

(b)           Pro Forma Financial Information

The Company undertakes to file the pro forma financial information within the time period prescribed by this Item 7.

(c)           Exhibits

The following are filed or furnished as Exhibits to this Report:

Exhibit No.	Description of Exhibit
99.1	Press release of Medamicus, Inc. dated October 23, 2003, announcing the closing of the Asset Purchase Agreement
99.2	Medamicus, Inc. Investor Presentation dated October 2003

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ITEM 9.  REGULATION FD DISCLOSURE.

Attached as Exhibit 99.2 is a slide presentation that James D. Hartman, Chief Executive Officer, and other officers of the Company intend to present to securities fund managers, securities analysts and other investors at conferences and individual meetings beginning October 23, 2003.  The slide presentation summarizes information about the Company, its products, industry and prospects.

The information provided pursuant to Item 9 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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, thereunto duly authorized.

	MEDAMICUS, INC.
	By	/s/ James D. Hartman
		James D. Hartman
		Chief Executive Officer
Dated:  October 23, 2003

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EX-99.1

Exhibit 99.1

For IMMEDIATE RELEASE	Contact:	Jim Hartman
		Medamicus, Inc.
		(763) 577-2212

October 23, 2003

Medamicus Announces Closing of
BIOMEC Cardiovascular Assets Acquisition

MINNEAPOLIS—Medamicus, Inc. (NasdaqNM:MEDM), a leader in the development of percutaneous access devices and advanced delivery systems, today announced that it has closed the acquisition of the operating assets of BIOMEC Cardiovascular Inc. (“BCI”), a Minneapolis-based developer and manufacturer of implantable stimulation leads, lead delivery systems and accessories for cardiac rhythm management and neuromodulation.  BCI was a subsidiary of BIOMEC Inc., a privately held medical technology company headquartered in Cleveland, Ohio. The shareholders of Medamicus and BIOMEC approved the acquisition and related proposals at special shareholder meetings held by each company on October 21, 2003.

Medamicus also announced the appointment of two executives to head new business units to be established in connection with the acquisition. Mark Kraus will serve as president of the Company’s delivery systems business unit. Kraus formerly served as COO of Medamicus. Vincent Owens, formerly president and CEO of BCI, will serve as president of the implantable stimulation leads and accessories business subsidiary. Additionally, Trevor O. Jones, BIOMEC Chairman and CEO, has been appointed to the Medamicus Board of Directors and will serve as Vice Chairman.

“This acquisition is a transforming milestone for our company and we believe that it will provide an excellent platform from which to better serve our customers and will expand our growth potential as we move forward,” said James D. Hartman, Chairman and CEO of Medamicus.   “The acquisition of BCI allows us to accelerate the development of innovative specialized stimulation leads with complementary delivery systems that will enable less invasive and more efficient placement of new advanced therapies for the heart, brain and spinal cord.”

Medamicus acquired substantially all of the assets of BCI, as well as certain assets of BIOMEC, through a Medamicus wholly owned subsidiary, for a total payment at closing of $18 million.  The closing payment consisted of $10 million in cash, the assumption of $1 million in liabilities and the payment of $7 million through the issuance of 933,333 shares of newly issued Medamicus common stock that were valued at $7.50 per share under the Asset Purchase Agreement.  The closing payment remains subject to a working capital adjustment that the parties have agreed to make within 30 days of the closing based upon BCI’s balance sheet as of the closing date of October 23, 2003.  Medamicus may also be required to make two future payments to BCI and BIOMEC, contingent upon the acquired business achieving specified sales results in 2003 and 2004.  Each of the 2003 and 2004 contingent payments is to be made in a combination of cash and stock valued at the then-current market price.

On October 17, 2003, Medamicus entered into a new credit facility with M & I Marshall & Ilsley Bank, providing Medamicus with a $5 million term loan and a $3 million working capital line of credit.  Medamicus used proceeds from the term loan together with $5 million of existing cash to make the cash portion of the closing payment.

Medamicus, based in Plymouth, Minnesota, is a medical products company engaged in the design, development, manufacture and marketing of percutaneous delivery systems.  Its products include venous vessel introducers, safety needles and other disposable delivery products for use in the implantation of pacemakers, defibrillators, catheters and infusion ports sold through OEM relationships with other medical device companies.

Headquartered in Minneapolis, Minnesota, BIOMEC Cardiovascular Inc. is a developer and manufacturer of implantable stimulation leads, lead delivery systems, and lead accessories for cardiac rhythm management, neuromodulation, and hearing - -restoration markets.

Headquartered in Cleveland, Ohio, BIOMEC Inc. is a leading researcher, developer and manufacturer of advanced medical technologies

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by some statements made herein.  All forward-looking statements involve risks and uncertainties.  A number of factors that could cause results to differ materially are discussed in our Annual Report on Form 10-KSB for the year ended December 31, 2002, as well as in our S4 registration statement filed with the Securities and Exchange Commission on August 29, 2003.  Among the factors that could cause results to differ materially are the following: the ability of Medamicus to successfully integrate the acquired business; Medamicus’ dependence upon a limited number of key customers for its revenue; Medamicus’ dependence upon licensing agreements with third parties for the technology underlying some of its products, especially the safety needle; the ability of Medamicus to negotiate and enter into safety needle supply agreements with major medical device companies and the ability of Medamicus and these customers to achieve market acceptance of the safety needle; Medamicus’ ability to effectively manufacture its safety needle using its automated safety needle assembly equipment in anticipated required quantities; Medamicus’ ability to successfully manufacture and introduce its FlowGuard valved peelable introducer; Medamicus’ ability to develop or acquire new products to increase its revenues; Medamicus’ ability to attract and retain key personnel; introduction of competitive products; patent and government regulatory matters; economic conditions; and Medamicus’ ability to raise capital.  All forward-looking statements of Medamicus, whether written or oral, and whether made by or on behalf of Medamicus, are expressly qualified by these cautionary statements.  In addition, Medamicus disclaims any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

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EX-99.2

Searchable text section of graphics shown above

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Creating new pathways for the delivery
of essential medical therapies

Nasdaq: MEDM

©2003 Medamicus® all rights reserved [LOGO]

Forward Looking Statement

•Certain of the statements contained in this presentation may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. To the extent that any of the statements contained herein relating to Medamicus products and markets and operating results are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks. Such uncertainties and risks are detailed in reports that Medamicus has filed with the U.S. Securities and Exchange Commission (SEC) including the most recent Joint Proxy Statement and Prospectus on Form S-4.

Medamicus is ….

a leader in the development and commercialization of specialized vascular access devices and stimulation leads that enable the delivery of advanced cardiovascular and neurological  therapies.

Investment Considerations

•Rapidly growing markets

•Market leadership

•Robust, proprietary product pipeline

•Significant barriers to entry

•Excellent financial position

•Experienced management team

•Poised for strong growth

What are leads and introducers?

Leads: Electrical conduits that transmit therapeutic impulses from a generator (e.g. a pacemaker) to a specific site in the body

Adapters: Electrical connectors that allow one generation of pacemakers to be connected to another generation pacing lead

Introducers: Conduits placed in the vascular system that allow therapeutic devices to be delivered to a specific site in the body

The New Medamicus

Delivering Therapies

	Medamicus, Inc.
	Jim Hartman
	CEO & Chair
Medamicus Division		BCI Division
Mark Kraus		Vince Owens
President		President
• Single use access products and advanced delivery systems		• Implantable stimulation leads and pacemaker lead adaptors
• Value-added contract manufacturing		• Value-added contract manufacturing

The Market Opportunity

2003 Market Opportunity

$166 Mil.

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2007 Market Opportunity

$405 Mil.

[CHART]

Growth Drivers

•Trend toward minimally invasive procedures

•Aging population

•New and emerging  therapy advances requiring more sophisticated delivery systems

•Cardiovascular
congestive heart failure, atrial fibrillation, septal defect repair, mapping and ablation

•Neurological
Parkinson’s, epilepsy, pain management, incontinence, motor control

•Aligned with market leaders

Medamicus Division

Venous Vessel Introducers

[GRAPHIC]

Safety Needles

[GRAPHIC]

Advanced Introducer Systems

[GRAPHIC]

Market Leadership

•Venous Vessel Introducers

•Core product line

•Family of percutaneous introducers with proprietary features

•Creates a conduit for placement of infusion catheters, pacing leads, implantable ports

•Distribution through major medical device companies

•New family of valved introducers launched in 2003

High Growth Segment

•      Safety Needles (Axia RSN™)

•     Use mandated by federal law to reduce accidental needle sticks

•      Exclusive license with Med-Design for venous and arterial access markets

•      Beginning of product sales ramp

•      Major contracts – Medtronic, Cook, Bard

New Opportunities

•      Advanced Introducer Delivery Systems

•      Proprietary expertise and technology in steerable introducers enabling less invasive access to heart and cardiovascular system

•      12 contract development projects underway on innovative new technologies

•      3 patents pending

•      Enabling emerging therapies

•      Potential for substantial long term revenue

•      10 to 50x ASP over current introducer products

Barriers to Entry

•      World’s largest manufacturer of venous introducer products

•      40% unit market share

•      Broadest product line in industry

•      Unblemished safety record and reputation for excellence

•      Strong patent portfolio

•      Long-term supply agreements with industry leaders

•      Preferred partner for development stage therapies

New Proprietary Product Pipeline

•      FlowGuard™ Introducer

•      Valved to reduce air embolisms and blood loss

•      Q1’04 relaunch in hemodialysis market

•      2004 launch of smaller version for port and pacing applications

•      Potential to become standard of care

•      PICC Safety Introducer

•     new proprietary, safety design to prevent needle sticks when inserting infusion catheters

•      Simplifies procedure

•      Scheduled mid-year launch

•      Peripheral Steerable Delivery Catheter

•      Foundation for our own line of advanced introducers

BCI Product Line

•     Proprietary implantable leads for Cardiac Rhythm Management systems:	[GRAPHIC]
•     Pacemakers
•     Cardiac Resynchronization Therapy (CRT)
•     Pacing lead adapters	[GRAPHIC]
•     Pacemakers and Implantable Cardioverter Defibrillators (ICD)
•     Value-added contract manufacturing
•     Leads, implant tools, adapters, and pacing accessories

Unique Solutions

•      Epicardial leads - Myopore®

•      Heart failure patients/post open-heart surgery; pediatric pacing

•      15,000 implants worldwide since 1989

•      Patents for pacing electrode and method of drug (steroid) elution.

•      Only company with bipolar, suture-less epicardial lead for CRT patients

•      Implant tools - FasTac®

•      Patented design

•      Facilitates quick, accurate placement for Myopore® leads

•      Minimizes trauma and intervention

BCI New Product Development

•      Drug-eluting pacing lead

•     epicardial lead with anti-inflammatory drug

•      Next generation, minimally invasive steerable implant tool

•      For epicardial lead placement on left side of heart for CRT patients

•      Next generation epicardial lead and delivery system for minimally invasive implantation

Growth Opportunities

•      Stimulation leads

•      4 proprietary lead development projects

•      6 contract development projects for emerging therapies with long term revenue potential

•      CRM industry leaders to medical start-ups

•      Adapters for Pacemakers

•      Adapts existing implanted leads to newly developed pacemakers

•      Pacemakers are replaced every 5-7 yrs

•      800,000 pacemakers implanted annually

•      CRM industry adopting new IS-4 connector standard

BCI Acquisition

•Similar business models

•Expands Medamicus product line to complementary high growth markets

•Broadens IP portfolio

•Diversifies OEM customer base

•Brings additional management talent

•175% third quarter revenue growth

•Closed today!

BCI Acquisition Terms

•$18 million acquisition price:

•$10 million cash

•$1 million assumed liabilities

•933,333 new shares issued valued at $7 million

•Contingent performance payments - ‘03/04

•Obtained $5 million loan/$3 million line of credit for transaction and future growth

Merger Synergies

•Product Development

•Apply sophisticated delivery systems to accomplish precise placement of stimulation leads in heart, brain and spinal cord

•Product Lines

•Joint sales efforts with big three pacing companies

•Shows, literature and other combined marketing activities

•Administrative

•Leverage off Medamicus infrastructure

Blue Chip Customer Base

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Combined IP Portfolio

•Medamicus Division

•8 patents covering features of venous introducer products

•7 patents pending covering all product areas

•4 applications in preparation

•BCI

•9 patents covering aspects of leads, introducers and drug-eluting leads

•1 application in preparation

Medamicus Financial Results

Third Quarter

(In 000’s)	2003		%		2002		%		Change%
Sales	$	4,042	100.0	%	$	4,542	100.0	%	-11.0	%
Gross Profit	1,632		40.4	%	2,154		47.4	%	-24.2	%
Expenses
R&D	460		11.4	%	383		8.4	%	20.1	%
S&M, G&A, Other	567		14.0	%	543		12.0	%	4.4	%
Total Expenses	1,027		25.4	%	926		20.4	%	10.9	%
Pretax Income	605		15.0	%	1,228		27.0	%	-50.7	%
Net Income	$	381	9.4	%	$	761	16.8	%	-49.9	%
Diluted EPS	$	0.08			$	0.15

Medamicus Financial Results

Nine Months

(In 000’s)	2003		%		2002		%		Change %
Sales	$	13,048	100.0	%	$	13,222	100.0	%	-1.3	%
Gross Profit	5,522		42.3	%	6,141		46.4	%	-10.1	%
Expenses
R&D	1,201		9.2	%	1,238		9.4	%	-3.0	%
S&M, G&A, Other	1,960		15.0	%	1,699		12.8	%	15.4	%
Total Expenses	3,161		24.2	%	2,937		22.2	%	7.6	%
Pretax Income	2,361		18.1	%	3,204		24.2	%	-26.3	%
Net Income	$	1,488	11.4	%	$	1,986	15.0	%	-25.1	%
Diluted EPS	$	0.30			$	0.40

BCI Financial Results

Third Quarter and Nine Months

	Third Quarter
(In 000’s)	2003		2002			Change		Change%
Sales	$	2,777	$	1,019		$	1,758	173	%
Pretax Income (Loss)	$	287	$	(50	)	$	337
	Nine Month
(In 000’s)	2003		2002			Change		Change%
Sales	$	7,285	$	3,087		$	4,198	136	%
Pretax Income (Loss)	$	783	$	(115	)	$	898

Medamicus Balance Sheet Highlights

As of Sept 30 and Pro Forma

	Sept 30		Pro Forma
Assets
Cash	$	6,575	$	674
Receivables, Inventory, Prepaids, Other	4,235		7,885
Property, Plant & Equipment, Net	5,291		6,308
Intangibles & Goodwill, Net	2,447		16,671
Total Assets	$	18,548	$	31,538
	Sept 30		Pro Forma
Liabilities & Shareholders’ Equity
Payables, Accrued Expenses, Taxes Payable	$	1,253	$	2,243
Notes Payable Current	65		1,065
Long Term Liabilities	249		4,249
Shareholders’ Equity	16,981		23,981
Total Liabilities & Shareholders’ Equity	$	18,548	$	31,538

Poised for Growth

•New products serving large and rapidly growing CRM and interventional radiology markets

•Expanding from traditional venous introducers to sophisticated introducer delivery systems

•Expanded product line in high growth areas and broader customer base from Biomec acquisition

•Entering international markets

•      Aligned with market leaders

Poised for Growth

2004 Combined Operating Goals & Model

		2004		Model
•	Revenue growth goal	70-80	%	DD	*
•	Gross margin	42-44	%	48	%
•	SG&A	14-16	%	15	%
•	R&D	9-11	%	10	%
•	Operating margin	15-20	%	23	%
•	Tax rate	37	%
•	Shares Outstanding	5.7 million

*Double Digit and greater than intrinsic market growth

Investment Considerations

•Rapidly growing markets

•Market leadership

•Robust, proprietary product pipeline

•Significant barriers to entry

•Excellent financial position

•Experienced management team

•Sound business model

•Poised for strong growth

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Nasdaq: MEDM