8-K

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) May 31, 2003

SYMPHONIX DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-23767	77-0376250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1735 First Street, Suite 311, San Jose, California	95112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (408) 232-0710

(Former name or former address, if changed since last report)

Item 2.    Acquisition or Disposition of Assets

On March 20, 2003, Symphonix Devices, Inc., Med-El Elektromedizinische Geräte Gesellschaft m.b.H. and VIBRANT Med-El Hearing Technology GmbH entered into an Asset Purchase Agreement. Subject to the terms and conditions of the Purchase Agreement, VIBRANT Med-El, a wholly-owned subsidiary of Med-El, will pay at least $2.0 million to Symphonix in exchange for ownership of certain Symphonix assets including inventory, property & equipment and intellectual property and the assumption of all patient-related liabilities, including the warranty of all Vibrant Soundbridges currently in use. Symphonix will receive an additional $0.5 million if and when Med-El is able to manufacture the Vibrant Soundbridge.

On May 31, 2003, Symphonix, Med-El and VIBRANT Med-El amended the Asset Purchase Agreement. The amendment extends to July 31, 2003 the date on which the parties must close the transaction before either party may terminate the Asset Purchase Agreement.

The amendment to the Asset Purchase Agreement is filed as an exhibit to this report.

Item 7.    Financial Statements and Exhibits

(c) Exhibits

2.1 Amendment No. 1 to Asset Purchase Agreement.

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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.

	SYMPHONIX DEVICES, INC.
Date:    May 31, 2003		/s/    TERENCE J. GRIFFIN
		Terence J. Griffin Vice President of Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.
2.1	Amendment No. 1 to Asset Purchase Agreement.

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO THE

ASSET PURCHASE AGREEMENT

BY AND AMONG

MED-EL ELEKTROMEDIZINISCHE GERÄTE GESELLSCHAFT m.b.H.,

VIBRANT MED-EL HEARING TECHNOLOGY GmbH

AND

SYMPHONIX DEVICES, INC.

This Amendment No .1 (this “Amendment”) to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of March 20, 2003, by and among Med-El Elektromedizinische Geräte Gesellschaft m.b.H. (“Parent”), Vibrant Med-El Hearing Technology GmbH (“Buyer”) and Symphonix Devices, Inc. (“Seller”), is made and entered into as of May 31, 2003, by and among Parent, Buyer and Seller. Parent, Buyer and Seller may be referred hereinafter collectively as the “Parties.”

RECITALS:

WHEREAS, the Parties entered into the Purchase Agreement as of March 20, 2003;

WHEREAS, the Parties deem it to be in their best interest to amend the Purchase Agreement to provide for a Closing as late as July 31, 2003;

NOW, THEREFORE, the Parties hereto agree to amend the Purchase Agreement as follows:

AGREEMENT:

1.    Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to them in the Purchase Agreement.

2.    Section 2(d) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

(d)    The Closing.    The closing and consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Squire, Sanders & Dempsey L.L.P., 600 Hansen Way, Palo Alto, California 94304, commencing at 10:00 a.m. local time on the business day following the satisfaction or waiver of all conditions set forth in Section 7 hereof (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as the parties may mutually determine (the “Closing Date”); provided, however, that the Closing Date shall be no later than July 31, 2003.

3.    Sections 10(a)(ii) and 10(a)(iii) of the Purchase Agreement are hereby amended and restated in their entirety to read as follows:

(ii)    Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing (A) in the event Seller has breached any representation, warranty, or covenant contained in this Agreement in any material respect and such

breach has given rise to the failure of any condition set forth in Section 7(a) hereof, Buyer has notified Seller of the breach, and the breach has continued without cure for a period of fifteen (15) days after the notice of breach or (B) if the Closing shall not have occurred on or before July 31, 2003, by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from Buyer itself breaching any representation, warranty, or covenant contained in this Agreement);

(iii)    Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing (A) in the event Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any material respect and such breach is reasonably likely to interfere with Buyer’s ability to consummate the transactions contemplated hereby, Seller has notified Buyer of the breach, and the breach has continued without cure for a period of fifteen (15) days after the notice of breach or (B) if the Closing shall not have occurred on or before July 31, 2003, by reason of the failure of any condition precedent under Section 7(b) hereof (unless the failure results primarily from Seller itself breaching any representation, warranty, or covenant contained in this Agreement); and

4.    Reference to and Effect on the Purchase Agreement.

(a)    Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Purchase Agreement as amended hereby.

(b)    Except as specifically amended or modified herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect.

5.    Counterparts.    This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.

SELLER: SYMPHONIXDEVICES, INC.
By:	/s/    KIRK B. DAVIS
Name:	Kirk B. Davis
Title:	President and Chief Executive Officer

PARENT: MED-EL ELEKTROMEDIZINISCHE GERÄTE GESELLSCHAFT m.b.H.
By:	/s/    INGEBORG J. HOCHMAIR
Name:	Ingeborg J. Hochmair
Title:	CEO
BUYER: VIBRANT MED-EL HEARING TECHNOLOGY GmbH
By:	/s/    INGEBORG J. HOCHMAIR
Name:	Ingeborg J. Hochmair
Title:	CEO

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