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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 1, 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 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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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A is being filed to amend the Form 8-K filed by
ATS Medical, Inc. (the "Company") on May 4, 2006, in order to include additional
information required under Item 5.02 of Form 8-K.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
As previously disclosed, in March 2006, David D. Koentopf notified the
Company that he would not be standing for re-election to the Company's Board of
Directors at the 2006 Annual Meeting of Shareholders. Mr. Koentopf believed that
the Annual Meeting would be a good time to transition off of the Board and would
allow the remaining directors time to recruit a new member to serve in his
place.
On May 1, 2006, Mr. Koentopf notified the Board that, given the delay of
the 2006 Annual Meeting of Shareholders to July 2006 and the fact that the Board
had found a person to fill his seat on the Board, he would be resigning from the
Company's Board of Directors, effective concurrently with the appointment of his
successor. Prior to his resignation, Mr. Koentopf served as a member of the
Company's Audit Committee and Nominating and Corporate Governance Committee.
On May 4, 2006, the Company's Board of Directors elected a new director,
Steven Anderson, effective as of 3:00 p.m. on that date. Mr. Anderson was also
appointed to serve on the Nominating and Corporate Governance Committee of the
Company's Board of Directors. Mr. Anderson has been Vice-President, Corporate
Assurance for Acorn Cardiovascular, a company developing implantable therapies
for the treatment of heart failure, since 2000. He has previously been an
executive at St. Croix Medical, Inc. from 1998 to 2000 and at TUV Product
Services from 1996 to 1998. The are no arrangements or understandings between
Mr. Anderson and any other persons pursuant to which Mr. Anderson was selected
as a director. Mr. Anderson does not have a direct or indirect material interest
in any currently proposed transaction to which the Company is to be party in
which the amount involved exceeds $60,000, nor has Mr. Anderson had a direct or
indirect material interest in any such transaction since the beginning of the
Company's last fiscal year.
Effective as of May 4, 2006, the Company's Board of Directors also
appointed Eric W. Sivertson to take Mr. Koentopf's place as a member of the
Audit Committee of the Company's Board of Directors.
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/ Michael D. Dale
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Michael D. Dale
Chief Executive Officer
Date: May 5, 2006