Attached files
file | filename |
---|---|
EX-3.2 - EX-3.2 - ATS MEDICAL INC | c59744exv3w2.htm |
EX-3.1 - EX-3.1 - ATS MEDICAL INC | c59744exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 12, 2010
(Date of earliest event reported)
(Date of earliest event reported)
MEDTRONIC ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18602
Minnesota (State or other jurisdiction of incorporation) |
41-1595629 (IRS Employer Identification No.) |
3905 Annapolis Lane N.
Minneapolis, Minnesota 55447
(Address of principal executive offices, including zip code)
Minneapolis, Minnesota 55447
(Address of principal executive offices, including zip code)
(763) 553-7736
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
ATS Medical, Inc.
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
On August 12, 2010, ATS Medical, Inc. (ATS Medical) completed its merger with Pilgrim Merger
Corporation (Merger Sub), a wholly owned subsidiary of Medtronic, Inc. (Medtronic), whereby
Merger Sub merged with and into ATS Medical with ATS Medical continuing as the surviving
corporation and a wholly owned subsidiary of Medtronic (the Merger). The Merger was effected
pursuant to an Agreement and Plan of Merger, dated as of April 28, 2010 (the Merger Agreement),
among ATS Medical, Medtronic and Merger Sub, which was approved by ATS Medicals shareholders at a
special meeting held on August 5, 2010. The events described below took place in connection with
the consummation of the Merger.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note, Item 3.01, Item 3.03, and Item 5.01 hereof are
hereby incorporated by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 12, 2010, ATS Medical notified The NASDAQ Stock Market LLC (NASDAQ) of the
consummation of the Merger and that, pursuant to the Merger Agreement, each outstanding share of
common stock, par value $0.01 per share, of ATS Medical (the ATS Medical Common Stock) (other
than 36,854 shares of ATS Medical Common Stock held by Medtronic or its subsidiaries, which were
canceled without payment of any consideration) was converted into the right to receive $4.00 in
cash, without interest (the Merger Consideration). Because ATS Medical, as a wholly owned
subsidiary of Medtronic, no longer meets the listing requirements for inclusion on the NASDAQ
Global Market set forth in Rule 5315(f)(1) of the NASDAQ Stock Market Rules, on August 12, 2010,
ATS Medical requested that NASDAQ file with the Securities and Exchange Commission (the SEC) a
notification of removal from listing on Form 25 with respect to the ATS Medical Common Stock. In
addition, ATS Medical will file with the SEC a certification and notice of termination of
registration on Form 15, requesting that the ATS Medical Common Stock be deregistered under Section
12(b) and 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and that
the reporting obligations of ATS Medical under Sections 13 and 15(d) of the Exchange Act be
suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The Merger Agreement was approved by ATS Medicals shareholders at the special meeting of ATS
Medicals shareholders held on August 5, 2010, and the Merger was consummated on August 12, 2010.
Under the terms of the Merger Agreement, each outstanding share of ATS Medical Common Stock
(other than 36,854 shares of ATS Medical Common Stock held by Medtronic or its subsidiaries, which
were canceled without payment of any consideration) was converted into the right to receive the
Merger Consideration.
Under the terms of the Merger Agreement, each option to purchase ATS Medical Common Stock that
was outstanding as of the effective time of the Merger was canceled in exchange for the right to
receive in cash the amount by which the Merger Consideration exceeds the exercise price, multiplied
by the number of shares subject to such option. Each unvested restricted stock unit that was
outstanding immediately prior to the effective time of the Merger was, at such time, canceled in
exchange for the right to receive in cash the Merger Consideration. Each warrant to purchase ATS
Medical Common Stock that was outstanding immediately prior to the effective time of the Merger was
converted into the right to receive, upon exercise, an amount in cash equal to the amount by which
the Merger Consideration exceeds the exercise price, multiplied by the number of shares subject to
such warrant.
Upon the effective time of the Merger, holders of ATS Medical Common Stock immediately prior
to the effective time of the Merger ceased to have any rights as shareholders in ATS Medical (other
than the right to receive the Merger Consideration).
The foregoing description of the Merger and the Merger Agreement is not complete and is
qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1
to ATS Medicals Current Report on Form 8-K filed with the SEC on April 29, 2010 and is hereby
incorporated by reference.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, Merger Sub merged with and into ATS Medical, with ATS Medical
continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of
Medtronic. Accordingly, a change in control of ATS Medical occurred pursuant to the Merger. The
source of the funds for the Merger was the available cash resources of Medtronic. The disclosures
under the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 hereof are hereby incorporated by
reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, upon the effectiveness of the Merger on August
12, 2010, the following directors of Merger Sub immediately prior to the effectiveness of the
Merger became the directors of ATS Medical: Gary L. Ellis, D. Cameron Findlay and Doug A. Hoekstra.
Upon the effectiveness of the Merger on August 12, 2010, ATS Medicals existing executive
officers resigned as executive officers of ATS Medical. Immediately after the effective time of
the Merger, the Board of Directors of the surviving corporation elected the following individuals
as officers: Michael J. Coyle, President; Gary L. Ellis, Vice President and Chief Financial
Officer; D. Cameron Findlay, Vice President and Secretary; Doug A. Hoekstra, Vice President and
Controller; Philip J. Albert, Vice President; and Keyna P. Skeffington, Assistant Secretary.
Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
In connection with the Merger and pursuant to the terms of the Merger Agreement, the Third
Restated Articles of Incorporation of ATS Medical were amended in their entirety to be
substantially identical to the articles of incorporation of Merger Sub in effect as of the
effective time of the Merger, but with the name of the surviving corporation amended as Medtronic
ATS Medical, Inc. In connection with the Merger and pursuant to the terms of the Merger
Agreement, the bylaws of Merger Sub became the bylaws of the surviving corporation. Copies of
Medtronic ATS Medicals articles of incorporation and bylaws are attached hereto as Exhibit 3.1 and
Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No | Description | |
2.1
|
Agreement and Plan of Merger, dated as of April 28, 2010, among Medtronic, Inc., Pilgrim Merger Corporation and ATS Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to ATS Medical, Inc.s Current Report on Form 8-K filed on April 29, 2010). | |
3.1
|
Amended and Restated Articles of Incorporation of Medtronic ATS Medical, Inc. | |
3.2
|
Bylaws of Medtronic ATS Medical, Inc. |
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.
Date: August 12, 2010
MEDTRONIC ATS MEDICAL, INC. |
||||
By: | /s/ Gary L. Ellis | |||
Gary L. Ellis | ||||
Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No | Description | |
2.1
|
Agreement and Plan of Merger, dated as of April 28, 2010, among Medtronic, Inc., Pilgrim Merger Corporation and ATS Medical, Inc. (incorporated herein by reference to Exhibit 2.1 to ATS Medical, Inc.s Current Report on Form 8-K filed on April 29, 2010). | |
3.1
|
Amended and Restated Articles of Incorporation of Medtronic ATS Medical, Inc. | |
3.2
|
Bylaws of Medtronic ATS Medical, Inc. |