8-K 1 d8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ___________________ Date of Report (Date of earliest event reported): December 5, 2001 ___________________ VIDAMED, INC. (Exact name of registrant as specified in its charter) Delaware 0-26082 77-0314454 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) 46107 Landing Parkway Fremont, California 94538 (Address of Principal Executive Offices) (Zip Code) (510) 492-4900 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, If Changed Since Last Report) ================================================================================ Item 5. Other Events On December 5, 2001, VidaMed, Inc., Medtronic, Inc. and VidaMed Acquisition Corp., a wholly owned subsidiary of Medtronic, entered into an Agreement and Plan of Merger, whereby VidaMed will become a wholly-owned subsidiary of Medtronic. Under the terms of the merger agreement, each outstanding share of VidaMed common stock will be converted into the right to receive $7.91 per share in cash. Each outstanding stock option and warrant will be converted into the right to receive an amount in cash equal to the excess, if any, of (i) $7.91 multiplied by the number of shares of VidaMed common stock which are issuable upon exercise of such option or warrant (regardless of whether such option or warrant is vested as of the effective time of the merger) over (ii) the exercise price of those shares of VidaMed common stock subject to such option or warrant. The closing of the transaction is conditioned on, among other things, adoption of the merger agreement by the holders of a majority of the outstanding shares of VidaMed common stock and the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Accordingly, there can be no assurance that the transaction will be completed. In connection with the execution of the merger agreement, Medtronic loaned VidaMed $5 million for working capital and other general corporate purposes pursuant to a secured promissory note. A copy of the merger agreement and the press release announcing the merger are included as exhibits to this report and are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- --------------------------------------------------- 2.1 Agreement and Plan of Merger, dated as of December 5, 2001, among VidaMed, Inc., Medtronic, Inc. and VidaMed Acquisition Corp. 99.1 Press Release of VidaMed, Inc. issued December 6, 2001 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIDAMED, INC. By: /s/ Randy D. Lindholm ----------------------------------------------- Randy D. Lindholm Chairman, President and Chief Executive Officer Dated: December 6, 2001 VIDAMED, INC. FORM 8-K Exhibit Index
Exhibit No. Description Method of Filing ------------- ----------------------------------------------------------- ------------------ 2.1 Agreement and Plan of Merger, dated as of December 5, Filed herewith. 2001, among VidaMed, Inc., Medtronic, Inc. and VidaMed Acquisition Corp. 99.1 Joint Press Release of VidaMed, Inc. and Medtronic, Inc., Filed herewith. issued December 6, 2001