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): August 1, 2006
ev3 Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51348 | | 32-0138874 |
(State or Other Jurisdiction | | (Commission File Number) | | (I.R.S. Employer Identification |
of Incorporation) | | | | Number) |
| | | | |
9600 54th Avenue North, Suite 100 | | 55442 |
Plymouth, Minnesota | | (Zip Code) |
(Address of Principal Executive Offices) | | |
| | |
(763) 398-7000
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
Beginning on August 1, 2006, representatives of ev3 Inc. (“ev3”) intend to make presentations at investor conferences and in other forums, which presentations may include the information contained in Exhibit 99.1 attached to this Current Report on Form 8-K. ev3 is furnishing the information contained in Exhibit 99.1 pursuant to the Securities and Exchange Commission’s Regulation FD. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. ev3 expects to disclose this information, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2006.
By filing this Current Report on Form 8-K and furnishing this information, ev3 makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information contained in Exhibit 99.1 is summary information that is intended to be considered in the context of ev3’s Securities and Exchange Commission (“SEC”) filings and other public announcements that ev3 may make, by press release or otherwise, from time to time. ev3 undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
When included in this Current Report on Form 8-K, the words “expects,” “intends,” “anticipates,” “believes,” “estimates,” and analogous expressions are intended to identify forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties relate, but are not limited, to, in no particular order: product demand and market acceptance; the impact of competitive products and pricing; delays in regulatory approvals and the introduction of new products; and success of clinical testing. More detailed information on these and additional factors which could affect ev3’s operating and financial results are described in ev3’s filings with the Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q and annual report on Form 10-K. ev3 urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the company faces. Additionally, ev3 undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. | | Description |
99.1 | | Information Which May Be Disclosed by ev3 Inc. in Investor Presentations (furnished herewith) |
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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.
Dated: August 1, 2006 | ev3 Inc. |
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| By: | /s/ L. Cecily Hines |
| Name: | L. Cecily Hines |
| Title: | Vice President, Secretary and Chief Legal Officer |
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ev3 Inc.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit
No. | | Description | | Method of Filing |
99.1 | | Information Which May Be Disclosed by ev3 Inc. in Investor Presentations | | Furnished herewith |
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