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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: NOVEMBER 9, 2004
(date of earliest event reported)
ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-18602
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MINNESOTA 41-1595629
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
3905 ANNAPOLIS LANE N.
MINNEAPOLIS, MINNESOTA 55447
(Address of principal executive offices, including zip code)
(763) 553-7736
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 9, 2004, ATS Medical, Inc. (ATS) entered into two
agreements with CryoCath Technologies, Inc. (CryoCath), a Canadian company,
pursuant to which ATS will market CryoCath's surgical cryotherapy products for
cardiac arrhythmias in the United States and in select international markets.
Under the first agreement, which is applicable in the United States,
ATS will act as an exclusive agent co-promoting (with CroyCath) CryoCath's
surgical cryotherapy products for cardiac arrhythmias to present and future
customers in exchange for customary commissions. Under the second agreement,
which is applicable outside the United Sates, ATS will act as exclusive
distributor for CryoCath's surgical cryotherapy products for cardiac arrhythmias
in all non-U.S. countries except those in which CryoCath has pre-existing
contractual obligations with other third party distributors.
The agreements contain minimum performance levels that ATS is required
to achieve in order to maintain its rights under the agreements. If these
performance levels are not achieved, CryoCath has the right to cancel the
agreements or convert ATS' rights from exclusive to non-exclusive. CryoCath also
has the right to terminate the agreements, even if ATS has met its minimum
performance levels, by giving one year's notice and payment of a termination fee
based on the level of product sales.
For certain CryoCath customers to which ATS will market, ATS has agreed
to make a payment to CryoCath representing a portion of the prior year's sales
to these customers and future payments of a certain percentage of sales
occurring over the following three year period. These payments are refundable to
ATS upon cancellation of the agreements.
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/ John R. Judd
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John R. Judd
Chief Financial Officer
Date: November 15, 2004