-----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, JFshbjVY5EhaWdLeBfzCsv/jKK2reWzwREA/sWlZgjPiSugfOaghQ5Q/uYVxCCPP wfRlTMbAcShSU1SabaTN9w== 0000891618-97-003206.txt : 19970808 0000891618-97-003206.hdr.sgml : 19970808 ACCESSION NUMBER: 0000891618-97-003206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDOSONICS CORP CENTRAL INDEX KEY: 0000883420 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 680028500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19880 FILM NUMBER: 97652979 BUSINESS ADDRESS: STREET 1: 6616 OWENS DRIVE CITY: PLEASANTON STATE: CA ZIP: 94508 BUSINESS PHONE: 9166388008 MAIL ADDRESS: STREET 1: 6616 OWENS DR CITY: PLEASANTON STATE: CA ZIP: 94508 8-K 1 FORM 8-K FOR PERIOD DATE JULY 23, 1997 1 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): JULY 23, 1997 ------------------------------ ENDOSONICS CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 0-19880 68-0028500 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2870 Kilgore Road, Rancho Cordova, California 95670 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (916) 638-8008 -------------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) On July 23, 1997, the Registrant acquired Cardiometrics, Inc., a Delaware corporation ("Cardiometrics"), by the statutory merger (the "Merger") of a wholly-owned subsidiary of the Registrant, River Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and into Cardiometrics. The Merger was accomplished pursuant to the Agreement and Plan of Reorganization, dated as of January 26, 1997, as subsequently amended on May 1, 1997 and May 20, 1997, respectively, among the Registrant, Cardiometrics and Merger Sub, and a related Certificate of Merger (collectively, "Merger Agreements"). The Merger occurred following the approval of the Merger Agreements by the stockholders of Cardiometrics at a stockholders' meeting held on July 23, 1997 and satisfaction of certain other closing conditions. As a result of the Merger, the Registrant became the owner of 100% of the issued and outstanding shares of Cardiometrics Common Stock and each outstanding share of Cardiometrics Common Stock was converted into .35 shares of the Registrant's Common Stock, $3.00 in cash, and .1364 shares of CardioVascular Dynamics, Inc. Common Stock ("CVD Common Stock") (collectively, the "Merger Consideration"). The terms of the Merger Agreements were the result of arm's-length negotiations among the parties. A total of approximately 2,642,419 shares of the Registrant's Common Stock, $22,649,307 in cash and approximately 1,029,789 shares of CVD Common Stock will be issued to former Cardiometrics stockholders, optionholders and warrantholders in exchange for the acquisition by Merger Sub of all outstanding Cardiometrics capital stock and all unexpired and unexercised options and warrants to acquire Cardiometrics capital stock. The shares of Registrant Common Stock and CVD Common Stock issued to Cardiometrics stockholders were issued pursuant to registration statements on Form S-4 and Form S-1, respectively, pursuant to the Securities Act of 1933, as amended, which became effective as of June 16, 1997. Options to purchase Cardiometrics Common Stock were assumed in part by the Registrant and are exercisable for .35 shares of the Registrant's Common Stock for each share of Cardiometrics Common Stock subject to the option immediately prior to the Merger. The balance of each such option to purchase Cardiometrics Common Stock was converted into the right to receive cash and shares of CVD Common Stock. Warrants to purchase Cardiometrics Common Stock were assumed by the Registrant and are exercisable for the Merger Consideration multiplied by the number of shares of Cardiometrics Common Stock subject to the warrant immediately prior to the Merger. (b) Cardiometrics develops, manufactures and markets intravascular medical devices to measure blood flow impairment caused by coronary artery disease. Cardiometrics' principal products, the FloWire Doppler guide wire and FloMap ultrasound instrument, enable cardiologists to evaluate the appropriateness of angioplasty interventions and assess post-procedural results directly in the cardiac catheterization laboratory. The Registrant intends to continue such business. 2. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. The following documents and information previously filed with the Securities and Exchange Commission by Cardiometrics are hereby incorporated by reference: (1) Cardiometrics' Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (2) Cardiometrics' Annual Report on Form 10-K/A for the fiscal year ended December 31, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (3) Cardiometrics' Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997, filed pursuant to Section 13(a) of the Exchange Act. (b) Pro Forma Financial Information. This information was previously filed with the Securities and Exchange Commission by the Registrant in the Registration Statement on Form S-4 (file no. 333-29121) filed with the Securities and Exchange Commission on June 13, 1997, and is hereby incorporated by reference. 3. 4 (c) Exhibits:
Exhibit Number ------ 2.1(1) Agreement and Plan of Reorganization, dated as of January 26, 1997, as subsequently amended, by and among the Registrant, River Acquisition Corporation and Cardiometrics, Inc. 2.2 Certificate of Merger between River Acquisition Corporation and Cardiometrics, Inc. as filed with the Delaware Secretary of State on July 23, 1997.
---------------------- (1) Incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 (file no. 333-29121) filed with the Securities and Exchange Commission on June 13, 1997. 4. 5 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ENDOSONICS CORPORATION Dated: August 6, 1997 By: /s/ Donald D. Huffman -------------------------------------- Donald D. Huffman, Vice President, Finance and Administration and Chief Financial Officer [SIGNATURE PAGE TO FORM 8-K] 6 EXHIBIT INDEX DESCRIPTION OF DOCUMENT
Exhibit Number - ------ 2.1(1) Agreement and Plan of Reorganization, dated as of January 26, 1997, as subsequently amended, by and among the Registrant, River Acquisition Corporation and Cardiometrics, Inc. 2.2 Certificate of Merger between River Acquisition Corporation and Cardiometrics, Inc. as filed with the Delaware Secretary of State on July 23, 1997.
- ---------------------- (1) Incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4 (file no. 333-29121) filed with the Securities and Exchange Commission on June 13, 1997. EX-2.2 2 CERTIFICATE OF MERGER 1 Exhibit 2.2 CERTIFICATE OF MERGER MERGING RIVER ACQUISITION CORPORATION WITH AND INTO CARDIOMETRICS, INC. ----------------------------- Pursuant to Section 251 of the General Corporation Law of the State of Delaware ----------------------------- River Acquisition Corporation, a Delaware corporation ("Merger Sub"), and Cardiometrics, Inc., a Delaware corporation ("Target"), DO HEREBY CERTIFY AS FOLLOWS: FIRST: That Merger Sub was incorporated on January 9, 1997 pursuant to the Delaware General Corporation Law (the "Delaware Law"), and that Target was incorporated on September 1, 1995, pursuant to the Delaware Law. SECOND: That an Agreement and Plan of Reorganization, dated as of January 26, 1997, among Endosonics Corporation, a Delaware corporation, Merger Sub and Target, and as amended on May 1, 1997 and May 20, 1997 (the "Reorganization Agreement"), setting forth the terms and conditions of the merger of Merger Sub with and into Target (the "Merger"), has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the Delaware Law. THIRD: That the name of the surviving corporation (the "Surviving Corporation") shall be Cardiometrics, Inc. FOURTH: That pursuant to the Reorganization Agreement, the Certificate of Incorporation of the Surviving Corporation is amended to read in its entirety as set forth in Exhibit A hereto. 2 FIFTH: That an executed copy of the Reorganization Agreement is on file at the principal place of business of the Surviving Corporation at the following address: 2870 Kilgore Road Rancho Cordova, CA 95670 SIXTH: That a copy of the Reorganization Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: That the Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, each of Merger Sub and Target has caused this Certificate of Merger to be executed in its corporate name this 23rd day of July, 1997. RIVER ACQUISITION CORPORATION By: /s/ Reinhard J. Warnking ------------------------------------------ Reinhard J. Warnking, President and Chief Executive Officer ATTEST: /s/ Donald D. Huffman - -------------------------------- Donald D. Huffman, Secretary CARDIOMETRICS, INC. By: /s/ Menahem Nassi ------------------------------------------ Menahem Nassi, President and Chief Executive Officer ATTEST: /s/ Robert Y. Newell IV - -------------------------------- Robert Y. Newell IV, Secretary 2. 3 Exhibit A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARDIOMETRICS, INC. ARTICLE I The name of the Corporation is Cardiometrics, Inc. ARTICLE II The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The name of its registered agent at such address is The Prentice Hall Corporation System, Inc. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The Corporation is authorized to issue one class of stock to be designated "Common Stock." The total number of shares which the Corporation shall have authority to issue is 1000 shares of Common Stock, and the par value of each such share is $.0001 per share. ARTICLE V The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation, but the stockholders may make additional by-laws and may alter or repeal any by-law whether adopted by them or otherwise. ARTICLE VI Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation. ARTICLE VII 4 A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article VII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. ARTICLE VIII To the fullest extent permitted by applicable law, this Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of the State of Delaware, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others. Any repeal or modification of any of the foregoing provisions of this Article VIII shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification. 2. -----END PRIVACY-ENHANCED MESSAGE-----