-----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, MtKz1eqgLPzBgbeqyGRj+VWTxdSb+NjZs2DVwdrlAx2Do4lRVRhSNjjAYMAqbD9D M2vCrH3iXe2Q/aJifq3qyA== 0001193125-07-133716.txt : 20070612 0001193125-07-133716.hdr.sgml : 20070612 20070612061014 ACCESSION NUMBER: 0001193125-07-133716 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070612 DATE AS OF CHANGE: 20070612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENPATH MEDICAL, 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: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45959 FILM NUMBER: 07913741 BUSINESS ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-951-8181 MAIL ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: ENPATH MEDICAL INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: MEDAMICUS INC DATE OF NAME CHANGE: 19960330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENPATH MEDICAL, 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: SC 14D9/A BUSINESS ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-951-8181 MAIL ADDRESS: STREET 1: 2300 BERKSHIRE LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441 FORMER COMPANY: FORMER CONFORMED NAME: ENPATH MEDICAL INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: MEDAMICUS INC DATE OF NAME CHANGE: 19960330 SC 14D9/A 1 dsc14d9a.htm AMENDMENT NO. 4 TO SCHEDULE 14D-9 Amendment No. 4 to Schedule 14D-9

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


SCHEDULE 14D-9

(RULE 14d-101)

 


SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

 


ENPATH MEDICAL, INC.

(Name of Subject Company)

ENPATH MEDICAL, INC.

(Name of Person(s) Filing Statement)

 


Common Stock

(Title of Class of Securities)

29355Y105

(CUSIP Number of Class of Securities)

John C. Hertig

Chief Executive Officer

Enpath Medical, Inc.

2300 Berkshire Lane North

Minneapolis, Minnesota 55441

(763) 951-8181

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the person(s) filing statement)

With a Copy to:

Thomas G. Lovett, IV, Esq.

Barbara Lano Rummel, Esq.

Lindquist & Vennum P.L.L.P.

4200 IDS Center

80 South 8th Street

Minneapolis, MN 55402

(612) 371-3211

 

¨   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 



This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2007, by Enpath Medical, Inc., a Minnesota corporation (the “Company”), as previously amended by Amendments Nos. 1, 2 and 3 thereto filed with the SEC on May 17, 2007, May 31, 2007, and June 6, 2007, respectively. The Statement relates to a tender offer by Chestnut Acquisition Corporation, a Minnesota corporation (“Purchaser”) and a wholly-owned subsidiary of Greatbatch, Ltd., a New York corporation (“Parent”), which is an indirect wholly-owned subsidiary of Greatbatch, Inc., a Delaware corporation (“Greatbatch”), disclosed in a Tender Offer Statement on Schedule TO, dated May 8, 2007 (as amended or supplemented from time to time, the “Schedule TO”), to purchase all of the issued and outstanding shares of the common stock of the Company at a purchase price of $14.38 per share, in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 8, 2007 (as amended or supplemented from time to time), and in the related Letter of Transmittal. Any capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Statement.

The purpose of this Amendment is to amend Item 8 (Additional Information), to add new Exhibit No. (a)(7) and to amend Item 9 (Material to Be Filed as Exhibits) accordingly.

Item 8. Additional Information

Item 8 of the Statement is hereby amended and supplemented by adding the following new subheading and text:

Expiration of Subsequent Offering Period; Expectations Regarding Merger Process

On June 11, 2007, Greatbatch issued a press release announcing the expiration of the subsequent offering period and its expectations regarding the merger process. A copy of the press release is filed as Exhibit (a)(7) and is incorporated herein by reference.

Item 9. Material to Be Filed as Exhibits

 

Exhibit No.

  

Description

(a)(1)(A)   

Offer to Purchase dated May 8, 2007.*†

(a)(1)(B)   

Form of Letter of Transmittal.*†

(a)(1)(C)   

Form of Notice of Guaranteed Delivery.*†

(a)(1)(D)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*†
(a)(1)(E)    Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*†
(a)(1)(F)   

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*†

(a)(1)(G)    Text of joint press release issued by Greatbatch, Inc. and the Company dated April 30, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2007).
(a)(1)(H)    Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by reference to Annex I attached to this Schedule 14D-9).†
(a)(2)    Letter to Company shareholders from the Chairman of the Board, dated May 8, 2007.†**
(a)(3)    Opinion of Greene Holcomb & Fisher LLC to the Board of Directors of the Company, dated April 27, 2007 (incorporated by reference to Annex II attached to this Schedule 14D-9).†
(a)(4)    Memorandum to holders of Company stock options and restricted stock grants dated May 17, 2007.**
(a)(5)    Text of joint press release issued by Greatbatch, Inc. and the Company dated May 30, 2007.**
(a)(6)    Text of press release issued by Greatbatch, Inc. dated June 6, 2007.**
(a)(7)    Text of press release issued by Greatbatch, Inc. dated June 11, 2007.


Exhibit No.

  

Description

(e)(1)    Agreement and Plan of Merger, dated as of April 28, 2007, by and among Greatbatch, Ltd., Chestnut Acquisition Corporation and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 30, 2007).
(e)(2)    Tender and Support Agreement, dated as of April 28, 2007, by and among Greatbatch, Ltd., Chestnut Acquisition Corporation and each director of the Company (incorporated by reference to Schedule TO filed by Greatbatch, Inc., Greatbatch, Ltd. and Chestnut Acquisition Corporation with the SEC on April 30, 2007).
(e)(3)(A)    Letter agreement dated November 21, 2005 between the Company and John C. Hertig (incorporated by reference to Exhibit 10.3 to the Form 10-K for the year ended December 31, 2005).
(e)(3)(B)    Employment Agreement dated as of December 12, 2006 between the Company and John C. Hertig (incorporated by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 2006).
(e)(3)(C)    Employment Agreement dated as of December 12, 2006 between the Company and Scott P. Youngstrom (incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2006).
(e)(3)(D)    Employment Agreement dated as of December 12, 2006 between the Company and Steven D. Mogensen (incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2006).
(e)(3)(E)    Employment Agreement dated as of December 12, 2006 between the Company and Michael P. Winegar (incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 2006).
(e)(3)(F)    Employment Agreement dated as of December 12, 2006 between the Company and Michael D. Erdmann (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 2006).
(e)(3)(G)    Employment Agreement dated as of December 12, 2006 between the Company and Mark C. Kraus (incorporated by reference to Exhibit 10.23 to Form 10-K for the year ended December 31, 2006).
(e)(3)(H)    Employment Agreement dated as of April 16, 2007 between the Company and F. Anthony Headley, Jr. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2007).
(e)(4)    Confidentiality Agreement, dated March 15, 2007, between Greatbatch, Inc. and the Company.*
(e)(5)    Enpath Medical, Inc. 1991 Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 10.7 to Form 10-KSB for the year ended December 31, 1991).
(e)(6)    Enpath Medical, Inc. 1999 Incentive Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-133740)).
(e)(7)    Enpath Medical, Inc. 1999 Non-Employee Director and Medical Advisory Board Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-124661)).
(e)(8)    Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.10 to Form 10-K for the year ended December 31, 2004).
(e)(9)    Form of Non-Employee Director Agreement (incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2004).

*   Incorporated by reference to Schedule TO filed by Purchaser, Parent and Greatbatch on May 8, 2007.
  Included in materials mailed to shareholders of the Company.
**   Previously filed.


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 11, 2007

  ENPATH MEDICAL, INC.
 

/s/    SCOTT P. YOUNGSTROM        

 

Scott P. Youngstrom

Vice President and Chief Financial Officer

EX-99.(A)(7) 2 dex99a7.htm TEXT OF PRESS RELEASE ISSUED BY GREATBATCH, INC. DATED JUNE 11, 2007 Text of press release issued by Greatbatch, Inc. dated June 11, 2007

Exhibit 99(a)(7)

LOGO

GREATBATCH COMPLETES TENDER OFFER FOR ENPATH MEDICAL

CLARENCE, NY — June 11, 2007 — Greatbatch, Inc. (NYSE: GB) today announced that it has successfully completed its tender offer for Enpath Medical, Inc. The subsequent offering period for the offer expired at 12:00 midnight, New York City time, on Friday, June 8, 2007. Greatbatch purchased a total of 5,839,942 shares in the offer, representing approximately 90.9% of the outstanding Enpath Medical shares.

Greatbatch also announced that it expects the closing of the merger with Enpath Medical will occur on June 15, 2007. As a result of the merger, all remaining outstanding Enpath Medical shares will be cancelled and converted into the right to receive the price paid in the tender offer of $14.38 per share, in cash, without interest and less any required withholding taxes. A letter of transmittal to be used for surrendering share certificates for payment of the merger price will be sent to those shareholders who did not tender their shares in the offer. After completion of the merger, Enpath Medical will be an indirect wholly-owned subsidiary of Greatbatch.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and certain additional information is set forth in the Solicitation/Recommendation Statement of Enpath, copies of which are available by contacting Georgeson, the Information Agent for the tender offer, at 1-866-580-6912 toll free. The Dealer Manager for the tender offer is Banc of America Securities LLC.

About Greatbatch

Greatbatch, Inc. is a leading developer and manufacturer of critical components used in implantable medical devices and other technically demanding applications.

About Enpath Medical

Enpath Medical, Inc., headquartered in Plymouth, Minnesota, is a leader in the design, development, manufacture and marketing of percutaneous delivery systems and stimulation leads technologies. Its proprietary products include venous vessel introducers, articulating and fixed curve delivery catheters, epicardial and endocardial stimulation leads, and other products for use in pacemaker, defibrillator, catheter and infusion port procedures as well as neuromodulation markets. Its products, which are primarily finished goods, are sold worldwide through partnering relationships with other medical device companies.


Forward-Looking Statements

This press release contains forward-looking statements about Greatbatch and Enpath. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Greatbatch’s or Enpath’s control. Among other things, these factors include the risk that the merger will not occur when expected. For a further list and description of risks and uncertainties associated with Greatbatch’s and Enpath’s businesses, see their reports filed with the SEC, including the “Risk Factors” section in each company’s most recent annual report on Form 10-K. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

        CONTACTS:   Anthony Borowicz
Treasurer and Director, Investor Relations
(716) 759-5809
tborowicz@greatbatch.com
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