-----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, DqW5j0Y7xV6Nbg4FV/FHVt4qtb8EA4Zdw7bvNFcewMD6Xr6PYO1g2BOhA0rj3+vM Bb8YtbzXT79MQreDFTUt3w== /in/edgar/work/20000901/0000950123-00-008246/0000950123-00-008246.txt : 20000922 0000950123-00-008246.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950123-00-008246 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOSONICS CORP CENTRAL INDEX KEY: 0000883420 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 680028500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-43372 FILM NUMBER: 715537 BUSINESS ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9166388008 MAIL ADDRESS: STREET 1: 2870 KILGORD ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOSONICS CORP CENTRAL INDEX KEY: 0000883420 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 680028500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9166388008 MAIL ADDRESS: STREET 1: 2870 KILGORD ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 SC 14D9/A 1 y40093sc14d9a.txt AMENDMENT NO. 2 TO SCHEDULE 14D9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ ENDOSONICS CORPORATION (NAME OF SUBJECT COMPANY) ENDOSONICS CORPORATION (NAME OF PERSON FILING STATEMENT) ------------------------ COMMON STOCK, PAR VALUE $.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 29264K-10-5 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ REINHARD J. WARNKING CHAIRMAN AND CHIEF EXECUTIVE OFFICER ENDOSONICS CORPORATION 2870 KILGORE ROAD RANCHO CORDOVA, CALIFORNIA 95670 (916) 638-8008 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) ------------------------ COPIES TO: JOHN M. NEWELL, ESQ. LATHAM & WATKINS 505 MONTGOMERY STREET, SUITE 1900 SAN FRANCISCO, CALIFORNIA 94111 (415) 391-0600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This statement amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on August 21, 2000 (the "Schedule 14D-9") by EndoSonics Corporation, a corporation organized under the laws of the State of Delaware (the "Company"), as amended by Amendment No. 1 thereto, filed with the Commission on August 22, 2000 by the Company, relating to an offer by JOMED Acquisition Corp., a corporation organized under the laws of the State of Delaware ("Purchaser") and a wholly owned subsidiary of JOMED N.V., a corporation organized under the laws of The Netherlands ("JOMED"), disclosed in a Tender Offer Statement on Schedule TO, dated August 21, 2000 (the "Schedule TO"), to purchase all of the issued and outstanding shares of common stock, par value $.001 per share, of the Company (the "Common Stock"), including the associated rights to purchase shares of the Company's Series A Participating Preferred Stock (the "Rights" and together with the Common Stock, the "Shares") issued pursuant to the Preferred Shares Rights Agreement (the "Rights Agreement") dated as of October 20, 1998, between the Company and ChaseMellon Shareholders Services, L.L.C. (in such capacity, the "Rights Agent"), at a price of $11.00 per Share, net to the seller in cash (the "Offer Price"), upon the terms and subject to the conditions set forth in the offer to purchase (the "Offer to Purchase"), dated August 21, 2000, and the related letter of transmittal (the "Letter of Transmittal," which, as may be amended and supplemented from time to time, together with the Offer to Purchase, constitute the "Offer"). ITEM 8. ADDITIONAL INFORMATION (b) OTHER MATERIAL INFORMATION. The response to Item 8 is hereby amended by adding the following after the penultimate paragraph of Item 8(b): On September 1, 2000, the Company issued a press release announcing that the Federal Trade Commission had granted early termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the pending acquisition of the Shares by Purchaser and Parent. A copy of the press release is filed as Exhibit (a)(5)(C) hereto and is incorporated herein by reference. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended by filing the indicated exhibit:
EXHIBIT - ------- (a)(1)(A) Offer to Purchase dated August 21, 2000 ("Offer to Purchase") (incorporated herein by reference to Exhibit (a)(1)(A) to Schedule TO filed by Purchaser with respect to the Company on August 21, 2000 ("Schedule TO")). (a)(1)(B) Letter of Transmittal (incorporated herein by reference to Exhibit (a)(1)(B) to Schedule TO). (a)(1)(C) Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by reference herein and attached to the Schedule 14D-9 filed by the Company on August 21, 2000 (the "Schedule 14D-9") as Annex A). (a)(1)(D) Letter to Stockholders of the Company dated August 21, 2000 (incorporated by reference herein and attached to the Schedule 14D-9 as Annex C). (a)(5)(A) Text of Press Release dated August 7, 2000 (incorporated herein by reference to Exhibit (a)(5) of the Company's Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on August 7, 2000). (a)(5)(B) Summary Advertisement as published in The Wall Street Journal on August 21, 2000 (incorporated herein by reference to Exhibit (a)(5)(B) to Schedule TO). (a)(5)(C)+ Text of Press Release dated September 1, 2000. (e)(1) Agreement and Plan of Merger, dated as of August 5, 2000, by and among JOMED, Purchaser and the Company (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the Commission on August 9, 2000). (e)(2)* Confidentiality Agreement, dated June 26, 2000, between JOMED and the Company. (e)(3) Opinion of U.S. Bancorp Piper Jaffray Inc. dated August 5, 2000 (incorporated by reference herein and attached to the Schedule 14D-9 as Annex B). (e)(4)* Certificate of Incorporation of the Company. (e)(5)* Amended Bylaws of the Company. (e)(6)* 1988 Stock Option Plan and form of a Stock Option Agreement. (e)(7)* Form of Indemnification Agreement between the Company and the directors of the Company. (e)(8) Distribution Agreement, dated December 15, 1998, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 31, 1999). (e)(9) IVUS Guided Stent Delivery System Development, Supply and Distribution Agreement, dated December 15, 1998, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 31, 1999). (e)(10) Master Distribution Agreement, dated December 13, 1999, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(11) 1999 Nonstatutory Stock Option Plan of the Company (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(12) Nonstatutory Stock Option Agreement, dated November 8, 1999, by and between the Company and Robrecht L.W. Michiels (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(13)* 1998 Stock Option Plan.
- --------------- * Previously filed. + Filed herewith. 4 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. ENDOSONICS CORPORATION By: /s/ REINHARD J. WARNKING ------------------------------------ Reinhard J. Warnking Chairman and Chief Executive Officer Dated: September 1, 2000 5 EXHIBIT INDEX
EXHIBIT - ------- (a)(1)(A) Offer to Purchase dated August 21, 2000 ("Offer to Purchase") (incorporated herein by reference to Exhibit (a)(1)(A) to Schedule TO filed by Purchaser with respect to the Company on August 21, 2000 ("Schedule TO")). (a)(1)(B) Letter of Transmittal (incorporated herein by reference to Exhibit (a)(1)(B) to Schedule TO). (a)(1)(C) Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by reference herein and attached to the Schedule 14D-9 filed by the Company on August 21, 2000 (the "Schedule 14D-9") as Annex A). (a)(1)(D) Letter to Stockholders of the Company dated August 21, 2000 (incorporated by reference herein and attached to the Schedule 14D-9 as Annex C). (a)(5)(A) Text of Press Release dated August 7, 2000 (incorporated herein by reference to Exhibit (a)(5) of the Company's Schedule 14D-9 filed with the Securities and Exchange Commission (the "Commission") on August 7, 2000). (a)(5)(B) Summary Advertisement as published in The Wall Street Journal on August 21, 2000 (incorporated herein by reference to Exhibit (a)(5)(B) to Schedule TO). (a)(5)(C)+ Text of Press Release dated September 1, 2000. (e)(1) Agreement and Plan of Merger, dated as of August 5, 2000, by and among JOMED, Purchaser and the Company (incorporated herein by reference to the Company's Current Report on Form 8-K filed with the Commission on August 9, 2000). (e)(2)* Confidentiality Agreement, dated June 26, 2000, between JOMED and the Company. (e)(3) Opinion of U.S. Bancorp Piper Jaffray Inc. dated August 5, 2000 (incorporated by reference herein and attached to the Schedule 14D-9 as Annex B). (e)(4)* Certificate of Incorporation of the Company. (e)(5)* Amended Bylaws of the Company. (e)(6)* 1988 Stock Option Plan and form of a Stock Option Agreement. (e)(7)* Form of Indemnification Agreement between the Company and the directors of the Company. (e)(8) Distribution Agreement, dated December 15, 1998, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 31, 1999). (e)(9) IVUS Guided Stent Delivery System Development, Supply and Distribution Agreement, dated December 15, 1998, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 31, 1999). (e)(10) Master Distribution Agreement, dated December 13, 1999, between the Company and JOMED (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(11) 1999 Nonstatutory Stock Option Plan of the Company (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(12) Nonstatutory Stock Option Agreement, dated November 8, 1999, by and between the Company and Robrecht L.W. Michiels (incorporated herein by reference to the Company's Annual Report on Form 10-K (File No. 0-19880) filed with the Commission on March 30, 2000). (e)(13)* 1998 Stock Option Plan.
- --------------- * Previously filed. + Filed herewith. EX-99.A.5.C 2 y40093ex99-a_5c.txt TEXT OF PRESS RELEASE 1 Exhibit (a)(5)(C) EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD GRANTED RANCHO CORDOVA, Calif., September 1, 2000 -- EndoSonics Corporation (Nasdaq: ESON) today announced that the Federal Trade Commission has granted early termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the pending acquisition of EndoSonics Corporation by JOMED N.V. The acquisition remains subject to at least a majority of EndoSonics Corporation's fully diluted shares being tendered and not withdrawn prior to the expiration of the tender offer, which commenced on August 21, 2000, the satisfaction of certain conditions to funding under a Credit Suisse First Boston commitment letter and other customary closing conditions. The tender offer and withdrawal rights will expire at 12:01 a.m., New York City time, on Tuesday, September 19, 2000, unless extended. EndoSonics Corporation, headquartered in Rancho Cordova, California, is a leading developer, manufacturer and marketer of intravascular ultrasound (IVUS) imaging products, angioplasty catheters, and functional assessment products to assist in the diagnosis and treatment of cardiovascular and peripheral vascular disease. Contact: EndoSonics Corporation Jeffrey L. Elder, 916/638-8008 or Morgan-Walke Associates, Inc. Jim Byers or Danielle Scheg, 415/296-7383 (Investors) Christopher Katis, 415/296-7383 (Media) -----END PRIVACY-ENHANCED MESSAGE-----