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:
JUNE 27, 1997
(Date of Earliest Event Reported)
INNOVASIVE DEVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
0-28492 04-3132641
(Commission File Number) (I.R.S. Employer
Identification No.)
734 FOREST STREET, MARLBORO, MA 01752-3032
(Address of Principal Executive Offices)
(Zip Code)
(508) 460-8229
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets.
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On June 27, 1997, pursuant to an Asset Purchase Agreement dated as of
February 4, 1997, as amended by a First Amendment to Asset Purchase Agreement
dated as of May 30, 1997 (the "Agreement"), a wholly-owned subsidiary of the
registrant acquired substantially all of the assets (the "Assets"), including
intellectual property related to orthopaedic medicine, and assumed substantially
all of the liabilities of MedicineLodge, Inc., a Delaware corporation
("MedicineLodge"). MedicineLodge is a privately held designer, developer and
manufacturer of orthopaedic medical devices, particularly implantable systems
and related instrumentation used in minimally invasive arthroscopic procedures
to repair injuries to the knee, and has approximately 30 employees located at
its Logan, Utah offices. The purchase price paid by the registrant to
MedicineLodge for the Assets was 1,885,000 shares of the registrant's common
stock. At the closing, the registrant issued 1,885,000 shares of its common
stock by delivering 1,696,500 of these shares to MedicineLodge and depositing
the remaining 188,500 shares into escrow with a bank for a one year period to
satisfy certain indemnified claims that may arise subsequent to the closing.
The registrant is obligated to file a registration statement to register the
1,885,000 shares for resale. In accordance with the Agreement, two shareholders
of MedicineLodge were elected as directors of the registrant. One of these two
directors also became an officer of the registrant pursuant to a four year
employment agreement. The other of these directors became a consultant to the
registrant pursuant to a four year consulting agreement. Additionally, another
shareholder of MedicineLodge became an officer of the registrant in accordance
with a four year employment agreement. These arrangements are more fully
detailed on page 23 of the registrant's definitive Proxy Statement for Annual
and Special Meeting of Stockholders held on June 27, 1997 (filed as Exhibit 99.1
hereto), and is incorporated herein by reference.
The purchase price of 1,885,000 shares was arrived at through a
process of negotiation involving the registrant and MedicineLodge taking into
account, among other factors, the ranges of valuation proposed by the
registrant's financial advisor and a consideration of the reasonable ranges of
prices at which the registrant's management and board of directors believed that
the registrant's stock would trade.
With respect to the Assets, the registrant intends to continue
MedicineLodge's business following the Closing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
The following information appears in the registrant's definitive Proxy
Statement for Annual and Special Meeting of Stockholders held on June 27, 1997
(filed as Exhibit 99.1 hereto) on pages F-1 through F-14, and is incorporated
herein by reference:
Independent Auditors' Report
Balance Sheets as of December 31, 1996 and 1995
Statement of Changes in Stockholder's Equity for each of the
years ended December 31, 1996 and 1995
Statement of Cash Flows for each of the years ended December 31,
1996 and 1995 Notes to Financial Statements
Condensed Balance Sheet as of March 31, 1997 (unaudited)
Condensed Statement of Operations for each of the three month
periods ended March 31, 1997 and 1996 (unaudited)
Condensed Statement of Cash Flows for each of the three month
periods ending
March 31, 1997 and 1996 (unaudited)
Notes to Unaudited Condensed Financial Statements
(b) Pro Forma Financial Information
The following information appears in the registrant's definitive Proxy
Statement for Annual and Special Meeting of Stockholders held on June 27, 1997
(filed as Exhibit 99.1 hereto) on pages 45 through 49, and is incorporated
herein by reference:
Pro Forma Condensed Combined Balance Sheet as of March 31, 1997
(unaudited)
Pro Forma Condensed Combined Statement of Operations for the
year ended December 31, 1996 (unaudited)
Pro Forma Condensed Combined Statement of Operations for the
three month period ended December 31, 1996 (unaudited)
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements
(c) Exhibits
The exhibit numbers in the following list correspond to the numbers
assigned to such exhibit in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No. Description of Document
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2.1 Asset Purchase Agreement, dated February 4, 1997, by and among
the registrant, MedicineLodge and certain shareholders of
MedicineLodge, presented on pages A1-1 through A1-30 of Exhibit
99.1 hereto (the registrant hereby undertakes to furnish omitted
exhibits and schedules upon request of the Commission).
2.2 First Amendment to Asset Purchase Agreement dated as of May 30,
1997, by and among the registrant, MedicineLodge and all
shareholders of Medicine Lodge.
4.1 Registration Rights Agreement, dated June 27, 1997 by and between
the registrant and MedicineLodge.
99.1 Definitive Proxy Statement for Annual and Special Meeting of
Stockholders held on June 27, 1997.
SIGNATURE
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.
INNOVASIVE DEVICES, INC.
Dated: July 11, 1997 By: /s/ James V. Barrile
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James V. Barrile
Vice President, Finance and Administration