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 30, 2009
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000 – 30733 | | 41-1978822 |
| (State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| incorporation) | | | | Identification Number) |
| | | |
| 10700 Bren Road West | | |
| Minnetonka, Minnesota | | 55343 |
| (Address of principal executive offices) | | (Zip Code) |
(952) 930-6000
(Registrant’s telephone number, including area code)
Not applicable.
(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 (see General Instruction A.2. below):
| 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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2009, American Medical Systems, Inc., (AMS) a wholly owned subsidiary of American Medical Systems Holdings, Inc. and Conceptus, Inc. (Conceptus) entered into an Asset Purchase Agreement, dated September 30, 2009, providing for the sale by AMS of its female sterilization assets and technology (Ovion technology) to Conceptus for $23.6 million. As a result of the Asset Purchase Agreement, and separate agreements completed with third parties, AMS eliminated all existing and potential obligations and liabilities under previous agreements associated with the Ovion technology. The Asset Purchase Agreement also releases Conceptus from any future royalty obligations to AMS.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| | | |
| Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by American Medical Systems Holdings, Inc. dated October 5, 2009. (filed herewith). |
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SIGNATURES
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 thereunto duly authorized.
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| | AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
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| Dated: October 5, 2009 | By: | /s/ Mark A. Heggestad | |
| | | Mark A. Heggestad | |
| | | Executive Vice President and Chief Financial Officer | |
| |
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AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
FORM 8-K
INDEX TO EXHIBITS
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| Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by American Medical Systems Holdings, Inc. dated October 5, 2009. (filed herewith). |
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