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): March 31, 2006
Third Wave Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-31745 39-1791034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
502 South Rosa Road, Madison, Wisconsin 53719
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(Address of Principal Executive Offices) (Zip Code)
(608) 273-8933
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(Registrant's Telephone number, including area code)
N/A
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(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.
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2006, Third Wave Technologies Japan, K.K., a Japanese
corporation ("Third Wave Japan") and wholly-owned subsidiary of Third Wave
Technologies, Inc. (the "Company"), entered into a Series A Preferred Stock and
Warrant Purchase Agreement (the "Purchase Agreement") with Mitsubishi
Corporation ("Mitsubishi") and CSK Institute for Sustainability, LTD., a wholly
owned subsidiary of CSK Holdings ("CSK" and, together with Mitsubishi, the
"Investors"). Under the Purchase Agreement, Mitsubishi agreed to invest (Y)480
million (approximately $4.2 million) and CSK agreed to invest (Y)100 million
(approximately $800,000) in Third Wave Japan in exchange for convertible, Series
A preferred stock of Third Wave Japan and warrants to purchase an additional
(Y)100 million (approximately $800,000) worth of Third Wave Japan common stock.
Upon completion of the transactions contemplated under the Purchase Agreement,
the Investors will own approximately 17% of Third Wave Japan prior to the
exercise of the warrant or 20% after exercise of the warrant. The convertible,
Series A preferred stock has an 8% non-cumulative dividend payable as and if
declared by the board, a liquidation preference over the common stock,
redemption rights, anti-dilution protection, voting rights (on an as-converted
basis), and veto rights regarding key matters such as charter amendments,
mergers, and liquidation. The Purchase Agreement is subject to certain
conditions, and is expected to close before April 15, 2006.
Upon closing of the Purchase Agreement, the Investors, Third Wave Japan
and the Company will be parties to an Investor Rights Agreement (the "Investor
Rights Agreement"), pursuant to which the Investors will have certain rights
regarding Third Wave Japan including, without limitation, (1) information and
inspection rights, (2) preemptive rights and co-sale rights, (3) the right to
appoint 1 out of 4 Third Wave Japan directors, and (4) veto power over certain
matters including budget approval, payment of dividends, and certain licensing
and other transactions involving more than 10% of the fair market value of the
total assets of Third Wave Japan. The Investor Rights Agreement will also
include restrictions on the transfer of Third Wave Japan capital stock and
provide Third Wave Japan and its shareholders a right of first refusal with
respect to the sale of any Third Wave Japan shares. Upon a "change of control"
of the Company, the Company will have the right to purchase all Third Wave Japan
capital stock held by the Investors for the "fair value" of such stock and the
warrants will terminate.
Upon closing of the Purchase Agreement, the Company and Third Wave Japan
will also be parties to an agreement providing for, among other things, (1)
product supply and favorable pricing for Third Wave Japan, (2) an exclusive
license for Third Wave Japan to utilize the Invader technology in Asia-Pacific
for human health applications, (3) an agreement that the Company will assign all
of its Asia-Pacific-related agreements to Third Wave Japan, (4) intellectual
property ownership and cross-licensing provisions relating to new inventions
made by Third Wave Japan, and (5) a commitment by the Company to provide certain
management services, and technical and customer support, in exchange for a
management fee of $500,000 per year for four years.
A copy of the press release issued by the Company announcing the
transactions is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated April 5, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THIRD WAVE TECHNOLOGIES, INC.
Date: April 6, 2006 By: /s/ Kevin T. Conroy
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Name: Kevin T. Conroy
Title: President & Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 5, 2006.