-----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, C9kGq0R6Rhq9gT8ZGi2lAiKNy7ng5M4M1ysiASGaAz4sK9xlo+4afF2zyPgo6RXW KmM3nwt7NKOqXRKI+NhY8g== /in/edgar/work/20000921/0000950172-00-001620/0000950172-00-001620.txt : 20000924 0000950172-00-001620.hdr.sgml : 20000924 ACCESSION NUMBER: 0000950172-00-001620 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000921 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 13D SEC ACT: SEC FILE NUMBER: 005-43372 FILM NUMBER: 726111 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: JOMED NV CENTRAL INDEX KEY: 0001121276 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: JOMED AB STREET 2: DROTTNINGGATAN 94, S-252 21 HEISINGBORG CITY: SWEDEN STATE: V7 ZIP: 00000 MAIL ADDRESS: STREET 1: JOMED AB STREET 2: DROTTNINGGATAN 94, S-252 21 HEISINGBORG CITY: SWEDEN STATE: V7 ZIP: 00000 SC 13D 1 0001.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EndoSonics Corporation ---------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 29264K105 --------- (CUSIP Number) Antti Ristinmaa JOMED N.V. Drottninggatan 94 S-252 21 Helsingborg Sweden Telephone: 46-42-490-6000 (Name, address and telephone number of person authorized to receive notices and communications) ------------------------ Copy to: Bertil Lundqvist, Esq. Randall H. Doud, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Telephone: 212-735-3000 September 19, 2000 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on Following Pages) Page 1 of 12 Pages Exhibit Index is on Page 12 SCHEDULE 13D CUSIP NO. 29264K105 PAGE OF PAGES - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOMED N.V. S.S. or I.R.S. Identification No. of Above Person: N/A - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* BK, AF, WC, OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 16,731,139 OWNED BY ------------------------------------------------- EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 16,731,139 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,731,139 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 92.07 - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC, CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 29264K105 PAGE OF PAGES - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOMED Acquisition Corp. S.S. or I.R.S. Identification No. of Above Person: N/A - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* BK, AF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 16,731,139 OWNED BY ------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 16,731,139 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,731,139 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 92.07 - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This statement relates to the issued and outstanding shares of common stock, par value $0.001 per share (the "Company Common Stock"), of EndoSonics Corporation, a Delaware corporation, (the "Company" or "EndoSonics"), including the related rights to purchase preferred stock (the "Rights") issued pursuant to the Preferred Shares Rights Agreement, dated October 20, 1998, between the Company and ChaseMellon Shareholders Services, L.L.C. The principal executive offices of EndoSonics are located at 2870 Kilgore Road, Rancho Cordova, CA 95670. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) and (f) This statement is being filed by JOMED N.V., a corporation organized under the laws of The Netherlands ("JOMED"), and JOMED Acquisition Corp., a Delaware corporation, a wholly-owned subsidiary of JOMED ("Purchaser" and, together with JOMED, the "Reporting Person"). The principal executive offices of JOMED and Purchaser are located at Drottninggatan 94, S-25 21 Helsingborg, Sweden. JOMED designs, develops, manufactures and markets medical devices for minimally invasive therapy, including interventional cardiology and interventional radiology and other minimally invasive cardiovascularsurgical procedures. JOMED's products are aimed at providing alternatives to drug therapy and highly invasive surgical treatments of vascular diseases. Its product offerings include a range of coronary and peripheral stents, stent grafts, angioplasty balloons and catheters. JOMED markets its products in over 60 countries through a direct sales force and a network of distributors. In addition, JOMED is developing new products for cardiac assist and minimally invasive cardiovascular surgery. Purchaser is a recently incorporated Delaware corporation organized solely to carry out certain transactions in connection with the acquisition of the Shares and the Merger (as defined herein). Information as to each of the executive officers and directors of JOMED is set forth on Annex A hereto. Each of such persons on Annex A is a citizen of Sweden, except for Dr. Peter Klemm (Germany), Rudi Ott (Switzerland) and Dr. Randolf von Oepen (Germany). Information as to each of the executive officers and directors of Purchaser is set forth on Annex B hereto. Each of such persons on Annex B is a citizen of Sweden, except for Dr. Peter Klemm (Germany). (d) During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the individuals named in Annex A or Annex B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the individuals named in Annex A or Annex B hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds required by the Purchaser to purchase Shares is estimated to be approximately $208,000,000 plus any related transaction fees and expenses. The Purchaser will obtain such funds from JOMED. On August 4, 2000, JOMED and Credit Suisse First Boston (Europe) Limited ("CSFB Europe") signed a commitment letter ("CSFB Europe Commitment") pursuant to which CSFB Europe agreed, subject to the satisfaction of certain conditions, to, among other things, provide at least $150,000,000 through an offering of JOMED's ordinary shares (the "JOMED Equity Offering"). JOMED expects to fund approximately $168,000,000 of its cash contribution from the JOMED Equity Offering, with the remainder expected to come from JOMED's existing resources and internally generated funds, including short-term borrowing in the ordinary course of business. JOMED closed the JOMED Equity Offering on September 19, 2000. On September 13, 2000, CSFB Europe and JOMED executed a purchase agreement ("Purchase Agreement") pursuant to which JOMED proposed to issue and sell to CSFB Europe and CSFB Europe proposed to procure purchasers for, failing which to purchase, 3,165,535 of JOMED's ordinary bearer shares, nominal value (U)0.01 per shares, in order for CSFB Europe to provide approximately $175,000,000 under the JOMED Equity Offering. The CSFB Europe Commitment provides for the payment of an up-front fee of 1% of the JOMED Equity Offering, a fee of 0.5% when the Offer (as defined herein) is launched and a fee of 3.5% on closing of the JOMED Equity Offering. In addition, an incentive fee of 0.5% will be payable to CSFB Europe at JOMED's discretion. The foregoing description of the copies of the CSFB Europe Commitment and the Purchase Agreement is qualified in its entirety by reference to the text of the CSFB Europe Commitment and the Purchase Agreement respectively, copies of which are included as Exhibits I and II hereto. ITEM 4. PURPOSE OF THE TRANSACTION. The information set forth in "Introduction", "The Merger Agreement", "Purpose of the Offer; Plans for the Company", "Certain Effects of the Offer", and "Dividends and Distributions" in an offer to purchase dated August 21, 2000 (the "Offer"), a copy of which is included as Exhibit III hereto, is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) The Reporting Person beneficially owns 16,731,139 shares of the Company Common Stock (the "Shares"). The Shares represent approximately 92.07 percent of the total number of outstanding shares of The Company Common Stock. The Reporting Person has sole power to vote or direct the vote of the Shares and to dispose or direct the disposition of the Shares. The Reporting Person owned 268,100 shares of the Company Common Stock prior to the Offer. The rest of the Shares were acquired by the Reporting Person on September 19, 2000 at the price of $11.00 per share in cash, pursuant to the Offer by the Purchaser on August 21, 2000 and which expired on September 19, 2000. The total consideration paid for the shares acquired through the Offer was approximately $181,093,429. To the best of the Reporting Person's knowledge, none of the individuals named in Annex A or Annex B hereto beneficially own any of the Shares. (c) Neither the Reporting Person nor, to the Reporting Person's knowledge, any of the individuals named in Annex A or Annex B hereto, has effected any transaction in the Shares during the past 60 days. (d) To the best of the Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except the information as set forth in "Certain Information Concerning JOMED and the Purchaser", "Background of the Offer; Past Contracts or Negotiations with the Company", "The Merger Agreement", and "Purpose of the Offer; Plans for the Company" in the Offer, neither the Reporting Person nor, to the best of the Reporting Person's knowledge, any of the persons listed in Annex A or Annex B, have any contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit I Offer to Purchase, dated August 21, 2000, by Purchaser (previously filed as Exhibit (a)(1)(A) to the Schedule 14D-1 filed by the Reporting Person on August 21, 2000). Exhibit II Agreement and Plan of Merger, dated as of August 5, 2000, among JOMED, Purchaser, and EndoSonics (previously filed as Exhibit (d)(1) to the Schedule 14D-1 filed by the Reporting Person on August 21, 2000). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 20, 2000 JOMED N.V. By: /s/ Tor Peters --------------------------------- Name: Tor Peters Title: President JOMED Acquisition Corp. By: /s/ Tor Peters --------------------------------- Name: Tor Peters Title: President ANNEX A DIRECTORS AND EXECUTIVE OFFICERS OF JOMED AND THE PURCHASER DIRECTORS AND EXECUTIVE OFFICERS OF JOMED The following tables set forth the name, present principal occupation or employment and material occupations, positions, offices or employments for the past five years for each member of the Management Board and executive officer, of JOMED N.V. Unless indicated otherwise, each person is a citizen of Sweden with a principal business address at Drottninggatan 94, S-252 21 Helsingborg, Sweden. JOMED Management Board
PRINCIPAL OCCUPATION OR NAME (AND CITIZENSHIP) TITLE EMPLOYMENT - ---------------------- ----- ----------------------- Tor Peters (Sweden)....................... President and Chief Executive Officer JOMED Antti Ristinmaa (Sweden).................. Vice President of Finance JOMED Dr. Peter Klemm (Germany)................. Vice President Operations JOMED Rudi Ott (Switzerland).................... Vice President Clinical and Regulatory Affairs JOMED Dr. Randolf von Oepen (Germany)........... Vice President, Research and Development JOMED
o Tor Peters has served as President and Chief Executive Officer of JOMED since 1998 and Chief Executive Officer of JOMED i Helsingborg International AB from 1996 to 1999. From 1993 through 1995, Mr. Peters was Marketing Manager for Cardiology at SciMed Life Systems Inc. From 1988 to 1993, he was Sales Manager for Novo Pharma. o Antti Ristinmaa has been JOMED's Vice President of Finance since 1998. From 1994 to 1998, Mr. Ristinmaa served as the Vice President of Business Control and Treasurer for Perstorp. From 1990 to 1994, he was Vice President of Finance at Huhtamaki. o Dr. Peter Klemm is Vice President Operations and is also responsible for JOMED's cardiac assist products since 1999. From 1996 to 1999, he was Head of Research for Grunenthal GmbH. From 1993 to 1996, Dr. Klemm was a senior scientist at Hoechst Marion Rousel. He received his doctorate in pharmacology from the University of Mainz and has completed post-doctoral research at the William Harvey Research Institute in London. o Rudi Ott is Vice President Clinical and Regulatory Affairs. Prior to joining the Company in 1999, he was Vice President Clinical and Regulatory for Schneider from 1994 to 1999 after having spent 10 years with Ciba-Geigy. He graduated in 1978 from medical school in Germany. o Dr. Randolf von Oepen joined JOMED in 1994 and became Vice President, Research and Development, in 1998. Dr. von Oepen holds a doctorate in mechanical engineering from the RWTH Institute in Aachen, Germany. The members of the Management Board may be contacted at JOMED's executive offices in Helsingborg, Sweden. JOMED Supervisory Board The table below sets forth the names and addresses of the current members of the Supervisory Board of the Company and their principal occupation or employment history:
DATE OF PRINCIPAL OCCUPATION OR NAME PRINCIPAL BUSINESS ADDRESS APPOINTMENT EMPLOYMENT - ---- -------------------------- ----------- ----------------------- Jan-Eric Osterlund......... 23 Tedworth Square, February 2, 1998 Chairman of JOMED and Chelsea, London Chairman or director of several SW3 4DR investment and healthcare United Kingdom companies. Ahmet Aykac................ Rue Albert Einstein December 15, 1999 Professor and Director of the BP 169 Theseus Institute, 06903 Sophia Antipolis Sophia Antipolis, France Cedex France Siegfried Einhellig........ Schweidnitzer Strasse 33 February 2, 1998 Consultant to JOMED and 80997 Munich director of Prva Obrtnicka Germany Stedionica. Lars Sunnanvader........... Silberburgstrasse 6 February 2, 1998 Chairman of the Supervisory 72379 Hechinge Board of JOSTRA Germany Medizintechnik AG, a medical device company. Rene Garo.................. Waldeggstrasse 2 March 24, 2000 Medical Technology Advisor. St. Niklaus 4532 Feldbrunnen Switzerland
o Mr. Jan-Eric Osterlund is a partner of QueQuoin Holdings, an investment group specializing in medical venture capital since 1992. He is also chairman of Phairson Medical Ltd (a UK biotechnology group), Egalet A/S (a Danish drug-delivery company) and Epiport Ltd (a drug- delivery company). Mr. Osterlund also serves as a director of Vasogen Inc., a public Canadian medical device company. He has also been a director of several Swedish public companies, having served as Chairman of Investment AB Skrinet and as a director of Independent Leasing AB. o Dr. Ahmet Aykac is the Director General of the Theseus Institute and Professor of Economics and Organizations since 1995. He is also a consultant to the boards of several national and international agencies and private organizations. Dr. Aykac is a fellow of the New York Academy of Sciences. o Mr. Siegried Einhellig is a consultant to JOMED and a director of Prva Obrtnicka Stedionica d.d., a Croatian bank, assisting with its international expansion plans. From 1997 to 1999, Mr. Einhellig was Vice President of Sales for the JOMED Group and Executive Director of JOMED Deutschland GmbH. Prior to joining the Company, he was Vice President Europe for Boston Scientific GmbH's SciMed Division. o Mr. Lars Sunnanvader is the founder of JOMED. He served as the Chief Executive Officer of JOMED Implantate GmbH from 1990 to 1999. Mr. Sunnanvader also founded Jostra Medizintechnik AG and is a member of its Supervisory Board. o Mr. Rene Garo is a member of the boards of Swisslog Holding AG (listed on the SWX Swiss Exchange), Illbruck GmbH, Digital-Logic AG and Confida Consulting AG. He is also an investment advisor to MicroValue AG. From 1996 to 1999, he was Chief Executive Officer of Haag-Streit Holding AG, a producer of ophthalmic diagnostic instruments. Mr. Garo served as Chief Executive Officer of MattisMedical AG from 1992 to 1996. ANNEX B DIRECTORS AND EXECUTIVE OFFICERS OF JOMED ACQUISITION CORP. The following tables set forth the name, present principal occupation or employment and material occupations, positions, offices or employments for the past five years for each member of the Management Board and executive officer, of JOMED Acquisition Corp. Unless indicated otherwise, each person is a citizen of Sweden with a principal business address at Drottninggatan 94, S-252 21 Helsingborg, Sweden.
PRINCIPAL OCCUPATION OR NAME (AND CITIZENSHIP) TITLE EMPLOYMENT - ---------------------- ----- ----------------------- Tor Peters (Sweden)....................... President and Director See Annex A Antti Ristinmaa (Sweden).................. Treasurer and Director See Annex A Dr. Peter Klemm (Germany)................. Secretary and Director See Annex A
The members of the Board may be contacted at JOMED's executive offices in Helsingborg, Sweden. EXHIBIT INDEX Exhibit I Offer to Purchase, dated August 21, 2000, by Purchaser (previously filed as Exhibit (a)(1)(A) to the Schedule 14D-1 filed by the Reporting Person on August 21, 2000). Exhibit II Agreement and Plan of Merger, dated as of August 5, 2000, among JOMED, Purchaser, and EndoSonics (previously filed as Exhibit (d)(1) to the Schedule 14D-1 filed by the Reporting Person on August 21, 2000). -----END PRIVACY-ENHANCED MESSAGE-----