-----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, IbLrB/RSdHBGOWXh4O4j/VRJN6zKywlqYvMJQ+53L19BqF88uwTZrSYpA9eN2Sjs zi6zZms44afAQp4RTSpb7Q== /in/edgar/work/0000950123-00-008797/0000950123-00-008797.txt : 20000927 0000950123-00-008797.hdr.sgml : 20000927 ACCESSION NUMBER: 0000950123-00-008797 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000922 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: 727558 BUSINESS ADDRESS: STREET 1: 2870 KILGORE RD 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 RD 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 y40093a5sc14d9a.txt AMENDMENT NO. 5 TO SCHEDULE 14D9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 5 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, as further amended by Amendment No. 2 thereto, filed with the Commission on September 1, 2000, as further amended by Amendment No. 3 thereto, filed with the Commission on September 19, 2000, and as further amended by Amendment No. 4 thereto, filed with the Commission on September 20, 2000, 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 last paragraph of Item 8(b): On September 21, 2000, pursuant to an Agreement and Plan of Merger dated August 5, 2000, by and among Parent, Purchaser and the Company, Purchaser was merged with and into the Company (the "Merger"), whereby the Company became a wholly-owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding Share was cancelled and retired and converted into the right to receive the same consideration as paid in the Offer or, if the owner of such Share exercises appraisal rights, the consideration determined in accordance with Section 262 of the General Corporation Law of the State of Delaware, and each Share held in the treasury of the Company or owned by Purchaser was cancelled. 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. (a)(5)(D)* Text of Press Release dated September 19, 2000. (a)(5)(E)+ Text of Press Release dated September 22, 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 22, 2000 EX-99.A.5.E 2 y40093a5ex99-a_5e.txt TEXT OF PRESS RELEASE DATED 9/22/2000 1 FOR IMMEDIATE RELEASE JOMED N.V. ANNOUNCES CONSUMMATION OF SECOND STEP MERGER WITH ENDOSONICS CORPORATION Beringen/Switzerland, September 22, 2000. European medical-technology company JOMED N.V. (SWX: JOM) announced today that on September 21, 2000, pursuant to an Agreement and Plan of Merger, dated as of August 5, 2000, by and among JOMED N.V., JOMED Acquisition Corp., a wholly-owned subsidiary of JOMED N.V. and EndoSonics Corporation (NASDAQ: ESON), JOMED Acquisition Corp. has merged with and into EndoSonics resulting in EndoSonics becoming a wholly-owned subsidiary of JOMED N.V. JOMED also announced that, as a result of the merger, any outstanding shares of EndoSonics common stock (other than shares for which appraisal is sought under applicable provisions of Delaware law) not accepted for payment in connection with JOMED's tender offer for EndoSonics' common stock at $11.00 per share in cash, would be converted into the right to receive $11.00 per share in cash, upon presentation to ChaseMellon Shareholder Services L.L.C., the paying agent for the tender offer, of appropriate documentation by the holder of any such EndoSonics shares. ChaseMellon will mail to non-tendering stockholders materials to be used to exchange EndoSonics stock certificates for such payment. ************* JOMED is the leading European developer and manufacturer of stents for interventional cardiology. It currently offers a range of more than 600 products in more that 60 countries. In 1999, JOMED achieved a turnover of EUR 43.7 million (US$39.5 million) and a net profit of EUR 2.1 million (US$1.9 million). In the first half of 2000, JOMED increased its turnover by 51% and net profit by 178%. As a result of the acquisition of EndoSonics, JOMED intends to become a world leader among the suppliers of innovative products for minimally invasive interventions in blood vessels. 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. 2 Credit Suisse First Boston is acting as exclusive financial advisor to JOMED in connection with the acquisition and the related financing and as dealer manager for the tender offer. U.S. Bancorp Piper Jaffray Inc. acted as exclusive financial advisor to EndoSonics in this transaction and rendered a fairness opinion. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements, the accuracy of which is necessarily subject to risks and uncertainties. Actual results may differ significantly from the discussion of such matters in the forward-looking statements. Factors that may cause such difference include, but are not limited to, those factors set forth in EndoSonics' Annual Report on Form 10-K for the year ended December 31, 1999, and other filings from time to time with the Securities and Exchange Commission. Contact: JOMED N.V. Antti Rissinmas Tor Peters Chief Financial Officer Chief Executive Officer phone +46-42-490-6034 phone +41-52-674-8506 EndoSonics Corporation Kim Kelderman Morgan-Walke Associates, Inc. Managing Director-Local Contact Jim Byers, Danielle Scheg phone +916-638-8008 (Investor Relations) Christopher Katia (Media) phone +415-296-7383 2 -----END PRIVACY-ENHANCED MESSAGE-----