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): July 13, 2006

Micrus Endovascular Corporation

(Exact name of registrant as specified in its charter)

000-51323
(Commission File Number)

Delaware (State or Other Jurisdiction of Incorporation)		23-2853441 (I.R.S. Employer Identification No.)

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))

 

 

Item 8.01. Other Events.

On July 13, 2006, Micrus Endovascular Corporation (“Micrus”) reported the following:

Withdrawal of certain selling stockholders from underwritten public offering of Micrus Endovascular Corporation common stock

On June 29, 2006, Micrus filed Amendment No. 1 to its Registration Statement on Form S-3 with respect to a proposed underwritten offering of up to 3,451,274 shares of its common stock, par value $0.01 per share (the “Registration Statement”). As described in the Registration Statement, 3,001,108 of the shares were to be offered by selling stockholders and the underwriters had an over-allotment option to purchase up to 450,166 shares of common stock from Micrus. On July 12, 2006, Micrus filed a Free Writing Prospectus indicating that certain selling stockholders had determined not to participate in the offering. As a result of the withdrawal of these selling stockholders from the offering, the number of shares to be offered by the selling stockholders in the offering was reduced by 1,317,004 shares, from an aggregate of 3,001,108 shares to an aggregate of 1,684,104 shares. In addition, the over-allotment option granted by Micrus to the underwriters was also reduced by 197,551 shares, from 450,166 shares to 252,615 shares.

Certain additional selling stockholders have determined not to participate in the offering. As a result of the additional withdrawal of these selling stockholders the number of shares to be offered by the selling stockholders has been further reduced by 413,893 shares, from an aggregate of 1,684,104 shares to an aggregate of 1,270,211 shares. In addition, the over-allotment option granted by Micrus to the underwriter has also been further reduced from 252,615 shares to 190,531 shares.

Certain changes to “Principal and Selling Stockholders”

As a result of the withdrawal of these additional selling stockholders from the offering, the number of shares of common stock offered by the selling stockholders in the offering previously identified in the prospectus under the heading “Principal and Selling Stockholders” has changed. The amended table appears below. Investors are urged to read all of the information contained in the Registration Statement and the other documents that Micrus has filed with the SEC for more complete information about Micrus and the public offering.

PRINCIPAL AND SELLING STOCKHOLDERS

     The following table sets forth information regarding beneficial ownership of our common stock as of June 1, 2006 (except as noted), and as adjusted to reflect the sale of shares of our common stock offered by this prospectus, by:

	•		each of our directors and named executive officers;
	•		all of our directors and executive officers as a group; and
	•		each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock.

     Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC and include voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. Under these rules, shares of common stock issuable under stock options that are exercisable within 60 days of June 1, 2006 are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The table also provides information regarding the beneficial ownership of our common stock by the selling stockholders as adjusted to reflect the assumed sale of all of the shares offered under this prospectus, excluding shares that may be sold by us to the underwriters upon exercise of the Overallotment Option.

     Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse. Percentage of beneficial ownership before the offering is based on 14,220,891 shares of common stock outstanding as of June 1, 2006.

     Unless otherwise noted below, the address of each person listed on the table is c/o Micrus Endovascular Corporation, Attn: CFO, 821 Fox Lane, San Jose, California 95131.

		Shares of Common Stock												Shares of Common Stock
		Beneficially Owned Prior								Shares of				Beneficially Owned After
		to the Offering(20)								Common				the Offering
										Stock
Name and Address		Number				Percent				Offered				Number				Percent
5% Stockholders
HBM Bioventures (Cayman) Ltd(1)
Unit 10 Eucalyptus Building
Grand Cayman AI 00000			1,927,561				13.55	%			—				1,927,561				13.55	%
PolyTechnos Medical Devices Ltd.(2)
13-15 Victoria Road
St Peter Port
Guernsey, CY5 70A			965,936				6.79	%			965,936				0				*
William Harris Investors(3)
191 North Wacker Drive,
Suite 1500
Chicago, IL 60606			908,068				6.39	%			—				908,068				6.39	%
Delaware Management Holdings(4)
One Commerce Square
205 Market Street
Philadelphia, PA 19103			826,500				5.81	%			—				826,500				5.81	%
Aureus Capital Partners, Ltd.(5)
P.O. Box 641, No. 1 Seaton Place
St Helier, Jersey
Channel Islands XO JE4 8YJ			732,351				5.15	%			—				732,351				5.15	%
Directors and Named Executive Officers
John T. Kilcoyne(6)			139,258				*				—				139,258				*
Robert A. Stern(7)			90,875				*				—				90,875				*
Robert C. Colloton(8)			39,351				*				—				39,351				*
Eckhard H. Reitz(9)			23,148				*				—				23,148				*

		Shares of Common Stock												Shares of Common Stock
		Beneficially Owned Prior								Shares of				Beneficially Owned After
		to the Offering(20)								Common				the Offering
										Stock
Name and Address		Number				Percent				Offered				Number				Percent
Tom M. Holdych(10)			109,426				*				—				109,426				*
Edward F. Ruppel, Jr.(11)			45,290				*				—				45,290				*
Michael R. Henson(12)			481,404				3.39	%			297,609				183,795				1.29	%
Leo Nelson Hopkins(13)			108,836				*				—				108,836				*
Fred Holubow(14)			60,805				*				6,666				54,139				*
Beat R. Merz(15)			35,229				*				—				35,229				*
Francis J. Shammo(16)			19,999				*				—				19,999				*
Jeffrey H. Thiel(17)			61,364				*				—				61,364				*
Simon Waddington(18)			42,744				*				—				42,744				*
All directors and executive officers as a group(19)			1,298,691				9.13	%			304,275				994,416				6.99	%

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.