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