UNITED STATES SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 30, 2006
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, 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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On November 30, 2006, we and our newly formed and wholly owned subsidiary, Micrus
Design Technology, Inc., entered into an Asset Purchase Agreement (the “Agreement”) with VasCon, LLC, a privately held company
(“VasCon”), and the members of VasCon.
Pursuant to the Agreement, on November 30, 2006
(the “Closing”) through Micrus Design Technology we purchased substantially
all of the assets, properties, rights and claims of, or related to, the business of VasCon, for an aggregate
up-front purchase price of approximately $5 million and up to an additional $10
million in earn-payments as described below. The up-front purchase price consisted of the payment
of approximately $2.5 million in cash and the issuance of 156,666 shares of our Common Stock, par value $0.01 per
share, having an aggregate value of approximately $2.5 million (“Common Stock”).
The number of shares of
Common Stock issued was based on the twenty trading day average closing price ending three trading
days prior to the Closing. The purchase price is subject to certain post-closing working capital adjustments.
Additionally, VasCon may receive certain earn-out payments in an amount not
to exceed $10 million based on the sales and manufacturing performance of Micrus Design Technology as set forth in the Agreement.
The Common Stock
portion of the up-front purchase price was placed in escrow to satisfy certain indemnification obligations of
VasCon and its members described in the Agreement.
Item 3.02. Unregistered Sales of Equity Securities.
The Common Stock issued pursuant to the Agreement is expected to be exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended, or Regulation D thereunder, as a
transaction by an issuer not involving a public offering.
Item 1.01 of this Form 8-K contains a more detailed description of the Agreement and Common Stock
issued thereunder, and is incorporated into this Item 3.02 by reference.
Safe Harbor Statement
This Form 8-K includes certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding the expected timing for
the closing of the asset purchase transaction. These statements are based on the current
expectations or beliefs of our management, and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from those expressed or implied by the statements
herein due to (1) changes in economic, business, competitive, technological and/or regulatory
factors, (2) failure of the closing conditions in the Asset Purchase Agreement to be satisfied and
(3) other factors affecting the operation of the respective businesses of us and VasCon. These and
other risks are detailed from time to time in our periodic reports that are filed with the
Securities and Exchange Commission, including our quarterly report on Form 10-Q for the quarter
ended September 30, 2006. We are under no obligation to, and expressly disclaim any such obligation
to, update or alter our forward-looking statements, whether as a result of new information, future
events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
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Description |
99.1
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Press Release dated December 1, 2006 issued by Micrus Endovascular Corporation |