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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 2)
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 20, 2005
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 |
(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation) |
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821
Fox Lane
San Jose, California 95131
(Address of principal executive offices, with zip code)
(408) 433-1400
(Registrants 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))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets
As
previously reported, Micrus Endovascular Corporation (the
Company or Micrus
Endovascular), completed its acquisition of the entire issued share capital of Neurologic UK
Limited, a company incorporated under the laws of England and Wales (Neurologic) on
September 20, 2005. On September 26, 2005, the Company filed a current report on Form 8-K
disclosing the completion of the acquisition. As permitted under Item 9.01 of Form 8-K, the
financial statements of Neurologic and the pro forma financial information were omitted.
The
Company filed Amendment No. 1 to the current report on Form 8-K
filed on September 26, 2005
to include the previously omitted financial statements and pro forma financial information.
This
Amendment No. 2 to the current report on Form 8-K filed September 26,
2005 is being filed to update previously filed financial statements
and pro forma information to reflect the most current
information.
Item 9.01. Financial Statements and Exhibits.
(a) |
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Financial Statements of Business Acquired. |
The
unaudited financial statements of Neurologic as of and for the six
months ended June 30, 2004 and 2005 are
attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(b) |
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Pro Forma Financial Information. |
Unaudited pro forma condensed combined financial statements, including unaudited pro forma
condensed combined statements of operations for the year
ended March 31, 2006, and
notes to the unaudited pro forma condensed combined financial statements, are attached hereto as
Exhibit 99.2 and are incorporated herein by reference. The
unaudited pro forma condensed combined statements of operations give
effect to the acquisition as if it had occurred on April 1,
2005. This information is
not necessarily indicative of the results that actually would have been attained if the acquisition
had occurred on the date specified nor is it intended to project
Micrus Endovasculars results of operations or financial
position for any future period or date. Such information should be
read in conjunction with the historical consolidated financial statements of the Company.
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Exhibit |
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Description |
23.1
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Consent of Independent Accountants |
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99.1
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Unaudited interim financial statements listed in Item 9.01(a) above |
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99.2
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Pro forma financial information listed in Item 9.01(b) above |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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
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Date: June 16, 2006 |
By: |
/s/ Robert A. Stern |
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Name: |
Robert A. Stern |
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Title: |
Executive Vice President,
Chief Financial Officer and
Secretary |
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Exhibit Index
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Exhibit |
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Description |
23.1
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Consent of Independent Accountants |
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99.1
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Unaudited interim financial statements listed in Item 9.01(a) above |
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99.2
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Pro forma financial information listed in Item 9.01(b) above |