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): July 9, 2003
ATS MEDICAL, INC.
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-18602 41-1595629
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(Commission file number) (IRS employer identification no.)
3905 Annapolis Lane, Suite 105, Minneapolis, Minnesota 55447
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(Address of principal executive offices, including zip code)
(763) 553-7736
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
ITEM 5. OTHER EVENTS.
On July 21, 2003, ATS Medical, Inc. (the "Registrant") and Centerpulse
USA Holding Co. entered into an agreement under which the Registrant would pay
Centerpulse $12.0 million in exchange for cancellation of $28.2 million in
aggregate obligations under a technology agreement with Carbomedics Inc. The
agreement is filed as an exhibit to this report.
On August 6, 2003, the Registrant entered into stock purchase
agreements to sell 4.4 million shares of its common stock for gross proceeds of
$12.3 million in a private placement to institutional investors through its
agent, U.S. Bancorp Piper Jaffray. The form of stock purchase agreement is filed
as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are being filed with this report:
10.1 Letter Agreement between ATS Medical, Inc. and Centerpulse USA
Holding Co. dated as of July 9, 2003.
10.2 Form of Stock Purchase Agreement between ATS Medical, Inc. and
certain institutional investors.
Page 2 of 3 Pages
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.
ATS MEDICAL, INC.
By: /s/ Michael D. Dale
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Michael D. Dale
President and Chief Executive Officer
Dated: September 25, 2003
Page 3 of 3 Pages
EXHIBIT INDEX
Exhibit No. Description
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10.1 Letter Agreement between ATS Medical, Inc. and Centerpulse USA
Holding Co. dated as of July 9, 2003.
10.2 Form of Stock Purchase Agreement between ATS Medical, Inc. and
certain institutional investors.