1
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)
October 21, 1998
Eclipse Surgical Technologies, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
----------------------------------------------
(State or other jurisdiction of incorporation)
0-28288 77-0223740
- --------------------- ------------------------------------
(Commission File No.) (IRS Employer Identification Number)
559 Weddell Avenue
Sunnyvale, California 94089
----------------------------------------
(Address of Principal Executive Offices)
(408) 747-0120
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
2
ITEM 5. OTHER EVENTS
On October 21, 1998, Eclipse Surgical Technologies, Inc., a California
corporation ("Eclipse"), RW Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Eclipse ("Merger Sub"), and CardioGenesis
Corporation, a Delaware corporation ("CardioGenesis"), entered into an Agreement
and Plan of Reorganization (the "Reorganization Agreement") whereby, among other
things, Merger Sub will be merged with and into CardioGenesis (the "Merger") and
CardioGenesis will continue as the surviving corporation and become a
wholly-owned subsidiary of Eclipse. The Merger will be structured as a tax-free
reorganization, and will be accounted for as a pooling of interests.
In connection with the Merger, each outstanding share of CardioGenesis
Common Stock, $0.001 par value per share ("CardioGenesis Common Stock"), will be
converted into 0.8 of a share of Eclipse Common Stock, no par value per share
("Eclipse Common Stock"), and each outstanding option to purchase a share of
CardioGenesis Common Stock will be assumed by Eclipse and converted into an
option to purchase 0.8 of a share of Eclipse Common Stock, with the exercise
price adjusted accordingly. Eclipse and CardioGenesis have received fairness
opinions from their respective financial advisors in connection with the Merger.
Each party's obligation to consummate the Merger is contingent upon
approval and adoption of the Reorganization Agreement and the Merger by the
stockholders of CardioGenesis, the approval of the issuance of shares of Eclipse
Common Stock to be issued in the Merger (the "Parent Stock Issuance") by the
shareholders of Eclipse, the absence of a material adverse change with respect
to the other party, favorable legal opinions to the effect that the Merger will
be treated for federal income tax purposes as a tax-free reorganization, the
receipt of an independent accountant's opinion that the Merger will be treated
as a pooling of interests for accounting purposes, and certain other conditions
set forth in the Reorganization Agreement. Each of Eclipse and CardioGenesis has
covenanted that, until the consummation of the Merger or the termination of the
Reorganization Agreement, it will carry on its business in the ordinary course
and attempt to preserve its present business and relationships with customers,
suppliers and others, and will not take certain actions without the other's
consent, and will use its best efforts to consummate the Merger.
Certain affiliates of Eclipse and CardioGenesis have entered into voting
and affiliate agreements with CardioGenesis and Eclipse, respectively, in
connection with the Merger. The Eclipse voting agreements provide that the
shareholders will vote their shares of Eclipse Common Stock in favor of the
issuance of Eclipse Common Stock pursuant to the Merger. The CardioGenesis
voting agreements provide that the stockholders will vote their shares of
CardioGenesis Common Stock in favor of approval of the Reorganization Agreement
and the Merger. The affiliate agreements contain certain restrictions required
for "pooling of interests" accounting and, in the case of CardioGenesis
stockholders, restrictions under Rule 145 of the Securities Act of 1933, as
amended.
Eclipse and CardioGenesis have both agreed not to solicit, initiate
discussions or engage in negotiations with any other party relating to a
possible acquisition of either company, except that if
3
the Board of Directors of either company receives an unsolicited proposal that
is financially more favorable to its shareholders or stockholders than the
Merger (a "Superior Proposal"), then the Board of Directors of that company will
not be prevented from providing information to the party making the proposal,
from communicating the proposal to its shareholders or stockholders, or from
making a recommendation to its shareholders or stockholders in favor of the
proposal should the directors' fiduciary duties so require. However, under
certain conditions, such as if the Board of Directors of either CardioGenesis or
Eclipse withholds, withdraws or modifies in an adverse manner its recommendation
in favor of the adoption and approval of the Merger or the Parent Stock
Issuance, or if the Board of Directors of either company recommends a Superior
Proposal to its shareholders or stockholders, or in the case of an adverse
shareholder or stockholder vote on the Merger or the Parent Stock Issuance,
either company may be required to pay to the other party a termination fee of
$3,000,000.
The foregoing description of the Reorganization Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Reorganization Agreement, which is filed as an Exhibit to this statement and
is herein incorporated by reference.
It is anticipated that, assuming all conditions to the Merger are
satisfied, the Merger will occur and a closing will be held in the first
calendar quarter of 1999. The obligations of the parties under the
Reorganization Agreement may be terminated by either party if the Merger has not
occurred by February 28, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Reorganization by and among Eclipse
Surgical Technologies, Inc., RW Acquisition Corporation and
CardioGenesis Corporation, dated October 21, 1998.
99.1 Form of Voting Agreement between CardioGenesis and certain
affiliates of Eclipse.
99.2 Form of Affiliate Agreement between Eclipse and certain
affiliates of Eclipse.
99.3 Press Release, dated October 22, 1998, entitled "Eclipse Surgical
Technologies, Inc. and CardioGenesis Corp. to Combine."
4
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 hereunto duly authorized.
Date: October 30, 1998 ECLIPSE SURGICAL TECHNOLOGIES, INC.
By: /s/ Kenneth E. Bennert
-------------------------------------
Name: Kenneth E. Bennert
Title: Vice-President &
Chief Financial Officer
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
2.1 Agreement and Plan of Reorganization by and among Eclipse
Surgical Technologies, Inc., RW Acquisition Corporation and
CardioGenesis Corporation, dated October 21, 1998.
99.1 Form of Voting Agreement between CardioGenesis and certain
affiliates of Eclipse.
99.2 Form of Affiliate Agreement between Eclipse and certain
affiliates of Eclipse.
99.3 Press Release dated October 22, 1998, entitled "Eclipse
Surgical Technologies, Inc. and CardioGenesis Corp. to
Combine."