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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 17, 1999
Eclipse Surgical Technologies, Inc.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-28288 77-0223740
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(Commission File No.) (IRS Employer Identification Number)
1049 Kiel Court
Sunnyvale, California 94089
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(Address of Principal Executive Offices)
(408) 548-2100
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION
Pursuant to an Agreement and Plan of Reorganization dated as of October 21,
1998, as amended, by and among Eclipse Surgical Technologies, Inc. ("Eclipse"),
RW Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary
of Eclipse ("Merger Sub"), and CardioGenesis Corporation, a Delaware corporation
("CardioGenesis"), and the related Certificate of Merger executed by Merger Sub
and CardioGenesis which was filed with the Delaware Secretary of State on March
17, 1999, Merger Sub merged with and into CardioGenesis and CardioGenesis became
a wholly-owned subsidiary of Eclipse (the "Merger"). The Merger closed on March
17, 1999. As a result of the Merger, each outstanding share of CardioGenesis
Common Stock will be exchanged for 0.80 of a share of Eclipse Common Stock. No
fractional shares will be issued and, in lieu thereof, the holder will be paid
cash equal to the fraction (after aggregating all fractional shares held by such
holder) times $12.6875.
An aggregate of approximately 9,928,040 shares of Common Stock have been
issued by Eclipse in the Merger, and options and rights to purchase an aggregate
of approximately 1,739,000 additional shares of Eclipse Common Stock have been
assumed by Eclipse in the Merger. Based on the closing price of Eclipse Common
Stock on the Nasdaq National Market on March 16, 1999, the value of the shares
of Common Stock issuable by Eclipse in the Merger was approximately $148
million. The merger consideration was negotiated between the parties.
CardioGenesis Corporation develops, manufactures and markets proprietary
systems including disposable products, to perform intraoperative transmyocardial
revascularization (ITMR), catheter-based percutaneous myocardial
revascularization (PMR), and thoracoscopic transmyocardial revascularization
(TTMR), to treat patients afflicted with debilitating angina. Following the
Merger, CardioGenesis will continue its operations as a wholly-owned subsidiary
of Eclipse.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The following documents and
information previously filed with the Securities and Exchange Commission by
CardioGenesis are hereby incorporated by reference:
(1) CardioGenesis' Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(2) CardioGenesis' Quarterly Reports on Forms 10-Q for the fiscal
quarters ended September 30, 1998, June 30, 1998, and March 31, 1998, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.
(b) Pro Forma Financial Information. The Company's Registration Statement
on Form S-4 (File No. 333-72063), as declared effective on February 9, 1999,
which includes unaudited pro
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forma combined condensed financial statements which present the pro forma
combined condensed financial position and results of operations of the
Registrant and CardioGenesis as of and for the nine month period ended September
30, 1998, is incorporated by reference herein.
(c) Exhibits
2.1* Agreement and Plan of Reorganization dated as of October 21, 1998
by and among Eclipse, RW Acquisition Corporation and
CardioGenesis Corporation.
2.2* Amendment Number 1 to Reorganization Agreement, dated as of
February 8, 1999, among Eclipse Surgical Technologies, Inc., RW
Acquisition Corporation and CardioGenesis Corporation.
2.3 Certificate of Merger between RW Acquisition Corporation and
CardioGenesis Corporation.
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* Incorporated by reference to exhibits to Eclipse's Registration
Statement on Form S-4 (file no. 333-72063) filed with the Securities
and Exchange Commission on February 9, 1999.
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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 hereunto duly authorized.
Date: March 26, 1999 ECLIPSE SURGICAL TECHNOLOGIES, INC.
By: /s/ Allen W. Hill
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Name: Allen W. Hill
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Title: Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1* Agreement and Plan of Reorganization dated as of October 21,
1998 by and among Eclipse, RW Acquisition Corporation and
CardioGenesis Corporation.
2.2* Amendment Number 1 to Reorganization Agreement, dated as of
February 8, 1999, among Eclipse Surgical Technologies, Inc.,
RW Acquisition Corporation and CardioGenesis Corporation.
2.3 Certificate of Merger between RW Acquisition Corporation and
CardioGenesis Corporation.
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* Incorporated by reference to exhibits to Eclipse's Registration
Statement on Form S-4 (file no. 333-72063) filed with the Securities
and Exchange Commission on February 9, 1999.