0001235802-15-000035.txt : 20150402 0001235802-15-000035.hdr.sgml : 20150402 20150402160336 ACCESSION NUMBER: 0001235802-15-000035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150402 DATE AS OF CHANGE: 20150402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UROPLASTY INC CENTRAL INDEX KEY: 0000890846 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411719250 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5420 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: (952) 426-6140 MAIL ADDRESS: STREET 1: 5420 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hammers Darin CENTRAL INDEX KEY: 0001570134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32632 FILM NUMBER: 15747458 MAIL ADDRESS: STREET 1: 5420 FELTL RD CITY: MINNETONKA STATE: MN ZIP: 55343 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2015-03-31 0 0000890846 UROPLASTY INC UPI 0001570134 Hammers Darin 5420 FELTL RD MINNETONKA MN 55343 0 1 0 0 Sr VP Global Sales & Marketing Common Stock 2015-03-31 4 D 0 131800 D 0 D Stock Option (right to buy) 2.69 2015-03-31 4 D 0 100000 D 2020-02-10 Common Stock 100000 0 D Consists of 33,333 shares subject to restricted stock assumed by Cogentix Medical, Inc., formerly Vision-Sciences, Inc. ("Cogentix") in the merger agreement between issuer and Cogentix and replaced with 24,219 shares of Cogentix stock valued at $4.09 per share, 75,000 shares subject to restricted stock assumed by Cogentix and replaced with 54,495 shares of Cogentix stock valued at $4.56 per share and 23,467 shares disposed of pursuant to the merger agreement in exchange for 17,052 shares of Cogentix common stock on the effective date of the merger. This option, which provided for vesting in three almost equal annual installments beginning on February 11, 2014, was assumed by Cogentix in the merger and replaced with an option to purchase 72,661 shares of Cogentix stock for $3.71 per share. /s/ Brett Reynolds, attorney-in-fact 2015-04-02 EX-99.1 2 poa-hammers.txt POWER OF ATTORNEY The undersigned hereby constitutes and appoints Robert C. Kill and Brett Reynolds, and each of them signing singly, and with full power of substituion, to be the undersigned's true and lawful attorney- in-fact to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and to submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any rule or regulation of the SEC; and (2) Execute for and on behalf of the undersigned, in the undersigned's capacity as a director of Uroplasty, Inc., any Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended, and any Form 3, Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations adopted thereunder; and (3) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144, Form 3, Form 4 or Form 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Uroplasty, Inc. assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Form 144 of the Securities Act of 1933, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144s, Form 3s, Form 4s or Form 5s with respect to the undersigned's holdings of and transactions in securities issued by Uroplasty, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of this 31st day of March, 2015. /s/ Darin Hammers Signature Darin Hammers Print Name