-----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, CNo70jrmOtlrn5cuwUiF2mBKYmKirMee6OpJQT1BWqytdHR3arhxANVTu/1TeBnz WLM4inFyHq7WqljMb2Fsaw== 0001104659-04-002323.txt : 20040202 0001104659-04-002323.hdr.sgml : 20040202 20040202151134 ACCESSION NUMBER: 0001104659-04-002323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040202 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDAMICUS INC CENTRAL INDEX KEY: 0000833140 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411533300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19467 FILM NUMBER: 04558991 BUSINESS ADDRESS: STREET 1: 15301 HGHWY 55 W CITY: PLYMOUTH STATE: MN ZIP: 55447 BUSINESS PHONE: 7635592613 8-K 1 a04-1820_18k.htm 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): February 2, 2004

 

ENPATH MEDICAL, 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

 

Former Name of Registrant:  Medamicus, Inc.

 

 



 

Items 1-4, 6, and 8-12 are not applicable and therefore omitted.

 

ITEM 5. OTHER EVENTS.

 

Effective February 2, 2004, Medamicus, Inc. changed its name to Enpath Medical, Inc. (the “Company”).  No other changes were made to the Company’s structure and it continues with the same rights and obligations as the former Medamicus, Inc.  The Company is listed on The Nasdaq Stock Market under the ticker symbol “NPTH.”

 

The Articles of Merger effecting the name change are attached as Exhibit 3.1 to this Current Report on Form 8-K.  A copy of the press release issued by the Company announcing the name change is attached as Exhibit 99.1 to this Form 8-K.

 

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

 

(c)                                  Exhibits

 

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

 

Exhibit No.

 

Description of Exhibit

 

 

 

  3.1

 

Articles of Merger dated January 20, 2004.

99.1

 

Press release dated February 2, 2004, announcing change of the Company’s name from Medamicus, Inc. to Enpath Medical, Inc.

 

 

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.

 

 

Dated:  February 2, 2004

By:

/s/ James D. Hartman

 

 

 

James D. Hartman

 

 

Chief Executive Officer

 

2


EX-3.1 3 a04-1820_1ex3d1.htm EX-3.1

Exhibit 3.1

 

MEDAMICUS, INC.

 

ARTICLES OF MERGER

 

Pursuant to Section 302A.621 of the Minnesota Business Corporation Act, the undersigned officer of Medamicus, Inc., a Minnesota corporation (the “Surviving Corporation”), which is the owner of all of the issued and outstanding shares of common stock, $.01 par value per share, of Enpath Medical, Inc., a Minnesota corporation (the “Subsidiary Corporation”), which is the only outstanding class of capital stock of the Subsidiary Corporation, hereby executes and files these Articles of Merger:

 

FIRST:                                                           The Plan of Merger providing for the merger of the Subsidiary Corporation into the Surviving Corporation, in the form of resolutions duly adopted by the Board of Directors of the Surviving Corporation on January 12, 2004, is attached hereto as Exhibit A.

 

SECOND:                                            The number of outstanding shares of each class and series of the Subsidiary Corporation and the number of shares of each class and series of the Subsidiary Corporation owned by the Surviving Corporation are as follows:

 

Designation of Class & Series

 

Number of Outstanding
Shares

 

Number of Shares
Owned by Surviving
Corporation

 

 

 

 

 

 

 

Common Stock, $.01 par value

 

1,000

 

1,000

 

 

THIRD:                                                       The Plan of Merger has been duly approved by the Surviving Corporation under Minnesota Statutes Section 302A.621.

 

FOURTH:                                           There are no shareholders of the Subsidiary Corporation other than the Surviving Corporation, and accordingly, there is no notice required to any other shareholder pursuant to Minnesota Statutes Section 302A.621, subd. 2.

 

FIFTH:                                                                Upon the effective time of the merger, pursuant to Minnesota Statutes Section 302A.621, subd. 1, Article I of the Surviving Corporation’s Restated Articles of Incorporation shall be amended in its entirety to read as follows:

 

“The name of this Corporation is Enpath Medical, Inc.”

 

SIXTH:                                                        The merger is effective at 12:01 a.m., Central Time, on February 2, 2004.

 

 

Dated: January 20, 2004

 

 

 

 

MEDAMICUS, INC.

 

 

 

By:

/s/ James D. Hartman

 

 

James D. Hartman, Chief
Executive Officer

 



 

EXHIBIT A

 

PLAN OF MERGER

 

RESOLUTIONS OF THE BOARD OF DIRECTORS OF
MEDAMICUS, INC.

 

WHEREAS, the Company desires to effect the merger of the Subsidiary with and into the Company pursuant to Section 302A.621 of the Minnesota Business Corporation Act.

 

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company pursuant to Section 302A.621 of the Minnesota Business Corporation Act in accordance with the further resolutions set forth below, which resolutions constitute the Plan of Merger.

 

FURTHER RESOLVED, that at the effective time of the merger, all of the outstanding shares of common stock of the Subsidiary, $.01 par value per share, will be canceled, and no securities of the Company or any other corporation, or any money or other property, will be issued to the Company in exchange therefore.

 

FURTHER RESOLVED, that James D. Hartman, Chief Executive Officer of the Company, is hereby authorized and directed to execute, for and on behalf of the Company, Articles of Merger setting forth the Plan of Merger and such other information as required by law, and to cause those articles to be filed with the Secretary of State of the State of Minnesota in the manner required by law.

 

FURTHER RESOLVED, that upon the effective time of the merger, pursuant to Section 302A.621, subd. 1, of the Minnesota Business Corporation Act, by virtue of filing of the Articles of Merger and without any further action by the Company, its Board of Directors, or its shareholders, Article I of the Company’s Restated Articles of Incorporation is amended in its entirety to read as follows:

 

“The name of this Corporation is Enpath Medical, Inc.”

 

FURTHER RESOLVED, that the officers of the Company, and each of them, are hereby authorized, for and on behalf of the Company, to take such other actions as those officers, or any of them, deem necessary or appropriate to carry out the purpose of the foregoing resolutions.

 

FURTHER RESOLVED, that this written action may be executed in any number of counterparts, each of which when so executed will be deemed an original and which together constitute one and the same instrument.

 

 

 

 

STATE OF MINNESOTA

 

 

DEPARTMENT OF STATE

 

 

FILED

 

 

 

 

 

JAN 20 2004

 

 

 

 

 

/s/ Mary Kiffmeyer

 

 

Secretary of State

 


EX-99.1 4 a04-1820_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contact:

 

Jim Hartman

 

 

 

 

Enpath Medical, Inc.

 

 

 

 

(763) 577-2212

 

 

 

 

 

 

 

 

 

EVC Group

 

 

 

 

Douglas Sherk

 

 

 

 

(415) 896-6820

February 2, 2004

 

 

 

 

 

 

Medamicus (MEDM) Name Changed to Enpath Medical, Inc. (NPTH)
Effective Today

 

 

MINNEAPOLIS, —As previously announced, Medamicus, Inc. (Nasdaq: MEDM), a leader in vascular access and stimulation lead technologies, has changed its name to Enpath Medical, Inc., effective today, Monday, February 2, 2004.  The company’s new Nasdaq ticker symbol, NPTH was effective with the opening of the stock market this morning.

 

The Company also announced that its web site address has changed to www.enpathmed.com.

 

The name Enpath reflects the company’s mission ‘to create pathways that enable the delivery of essential medical therapies’.

 

Enpath Medical, Inc., formerly Medamicus, Inc., headquartered in Plymouth, Minnesota, is a leader in the development and commercialization of vascular access devices and stimulation lead technologies that enable the delivery of pharmaceutical and device therapies to treat cardiac and neurological diseases, cancer and a variety of other medical conditions.

 


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