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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: MARCH 29, 2006
(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 (IRS Employer Identification No.)
of 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.
Effective as of July 28, 2004, ATS Medical Sales, Inc. ("AMSI") and ATS Medical,
Inc. (the "Company") entered into a Loan and Security Agreement (the
"Agreement") with Silicon Valley Bank (the "Bank"), establishing a secured
revolving credit facility for $8.5 million. Under the Agreement, the Company
received a $2.5 million three-year term loan as well as a two-year $6.0 million
line of credit. The credit facility contains two financial covenants: a
liquidity ratio and a required minimum tangible net worth. The term loan carries
an interest rate of prime plus 1.0% with a minimum of 5.25%. The line of credit
carries an interest rate of prime plus 1.5% with a minimum rate of 5.75%.
On March 24, 2005, the Bank, AMSI and the Company entered into an agreement to
amend the two financial covenants contained in the Agreement ("Amendment No.
1").
On March 29, 2006, the Company entered into another amendment to the Agreement
("Amendment No. 2") whereby the Bank agreed to waive the prohibition set forth
in Section 7.3 of the Agreement with respect to the Company's pending
acquisition of 3F Therapeutics, Inc., and the Bank consented to such
acquisition. Second, the Bank agreed to provide for advances of up to $1,500,000
that the Company may use to finance or refinance eligible equipment purchased on
or after June 1, 2005 and on or before May 31, 2006. Such equipment advances
will be amortized over a 60 month period and carry an interest rate of prime
plus 1.75%. Third, Amendment No. 2 amended the Agreement to provide that the
maximum aggregate advances may not exceed $8,600,000. Fourth, Amendment No. 2
changed the tangible net worth requirements under the Agreement to be at least
$40 million. The liquidity ratio, which is the ratio of unrestricted cash (and
equivalents) of the Company on deposit with the Bank plus the Company's Eligible
Accounts (as defined in the Agreement), divided by Current Liabilities (as
defined in the Agreement), remains unchanged and is required to be equal to or
greater than 2.00 to 1.00. Lastly, Amendment No. 2 provided that the Company
would pay a $28,667 amendment fee to the Bank in consideration for the Bank's
entering into Amendment No. 2.
A copy of the Agreement was filed as Exhibit 10.1 to the Company's Form 10-Q for
the quarterly period ended September 30, 2004, and a copy of Amendment No. 1 was
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March
30, 2005. A copy of Amendment No. 2 is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The description in this Current Report on Form
8-K of Amendment No. 2 is qualified in its entirety by reference to the attached
copy of Amendment No. 2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) The following exhibit is being filed with this report:
10.1 Amendment, dated March 29, 2006, to the Loan and Security
Agreement between Silicon Valley Bank and the Company, dated
July 28, 2004.
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.
ATS MEDICAL, INC.
By: /s/ John R. Judd
John R. Judd
Chief Financial Officer
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Date: March 30, 2006
EXHIBIT INDEX
10.1 Amendment, dated March 29, 2005, to the Loan and Security Agreement
between Silicon Valley Bank and the Company, dated July 28, 2004.