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): September 22, 2008
______________________________
Micrus
Endovascular Corporation
(Exact
name of registrant as specified in its charter)
000-51323
(Commission
File Number)
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Delaware
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23-2853441
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation)
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821
Fox Lane
San
Jose, California 95131
(Address
of principal executive offices, including zip code)
(408) 433-1400
(Registrant’s
telephone number, including area code)
______________________________
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))
On
September 22, 2008, Micrus Endovascular Corporation (“Micrus”) entered into a
Settlement and License Agreement (the “Settlement and License Agreement”) with
Boston Scientific Corp. and Target Therapeutics, Inc. (collectively, “Boston
Scientific”) and a Settlement and Release Agreement (the “Settlement and Release
Agreement”) with The Regents of the University of California (the “Regents”) in
connection with a patent infringement suit, Boston Scientific Corp. and Target
Therapeutics, Inc. v. Micrus Corp., Civil Action No. C04-04072 (JW) (the
“Patent Litigation”), pending in the United States District Court for the
Northern District of California (the “Court”).
Under the
Settlement and License Agreement, Micrus and Boston Scientific agreed, among
other things, to cross license certain patents asserted in the Patent Litigation
and release all Claims (as defined in the Settlement and License
Agreement) arising prior to the Effective Date (as defined in the
Settlement and License Agreement) to which the rights, licenses, releases,
and covenants expressly granted under the Settlement and License Agreement
would be a complete defense had such Claims arisen on or after the Effective
Date. The Settlement and License Agreement includes an
agreement to dismiss the Patent Litigation within 10 business days of
the Effective Date, as well as a mutual release of claims
and covenants not to sue with respect to certain specified
patents. Boston Scientific also covenants not to sue end users of
Micrus products for claims of infringement of specified patents. The
Settlement and License Agreement is conditioned upon the Regents releasing
Boston Scientific and Micrus from certain royalty payment obligations and upon a
payment to the Regents by Micrus as described below.
In
connection with the Settlement and License Agreement, Micrus entered into the
Settlement and Release Agreement with the Regents. The Settlement and
Release Agreement provides for the cash payment of one million six-hundred and
fifty thousand dollars ($1,650,000) within five (5) business days following the
Effective Date (as defined in the Settlement and Release Agreement) to the
Regents in exchange for a mutual release of claims and a mutual covenant not to
sue with respect to certain specified patents. The Regents also
covenant not to sue end users of Micrus products for claims under the patents
owned by the Regents and exclusively licensed to Boston Scientific and asserted
by Boston Scientific in the Patent Litigation against
Micrus.
The
foregoing discussion of material terms does not constitute a complete summary of
the terms of the Settlement and License Agreement and Settlement and
Release Agreement, and reference is made to the Settlement and License
Agreement and Settlement and Release Agreement which will be filed as exhibits
to Micrus’ Form 10-Q for the quarter ended September 30, 2008.
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission contain or may contain forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or Registrant’s future financial
performance. In some cases, forward-looking statements can be identified by
terminology such as “may”, “will”, “should”, “intends”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”,
or the negative of these terms or other comparable terminology. Such statements
reflect the current view of Registrant with respect to future events and are
subject to risks, uncertainties, assumptions and other factors relating to
Registrant’s industry, Registrant’s operations and results of operations and any
businesses that may be acquired by Registrant. Should one or more of these risks
or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements with
actual results.
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.
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MICRUS
ENDOVASCULAR CORPORATION
(Registrant)
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Date:
September 25, 2008
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By:
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/s/
Gordon T. Sangster |
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Gordon
T. Sangster
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Chief
Financial Officer
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