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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: SEPTEMBER 25, 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 incorporation) (IRS Employer Identification No.)
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 September 25, 2006, at the 2006 Annual Meeting of Shareholders (the "Annual
Meeting") of ATS Medical, Inc. (the "Company"), the Company's shareholders
approved an amendment to the ATS Medical 1998 Employee Stock Purchase Plan (the
"Stock Purchase Plan"), increasing the number of shares of the Company's common
stock available under the Stock Purchase Plan by 500,000 shares. Under the Stock
Purchase Plan, employees of the Company and its designated subsidiaries can
purchase shares of the Company's common stock at a discount at the end of any
purchase period. No other amendments to the Stock Purchase Plan were approved by
the Company's shareholders at the Annual Meeting.
At the Annual Meeting, the Company's shareholders also approved an amendment to
the ATS Medical, Inc. 2000 Stock Incentive Plan (the "Stock Incentive Plan").
The Stock Incentive Plan authorizes the grant of stock options and several other
types of stock-based awards. The Stock Incentive Plan provided for automatic
grants to the Company's non-employee directors of non-qualified stock options to
purchase (1) 5,000 shares of the Company's common stock upon such person's
initial election to the Company's Board of Directors and (2) 2,500 shares of the
Company's common stock upon such person's re-election to the Company's Board of
Directors. At the Annual Meeting, the shareholders approved an amendment to the
Stock Incentive Plan providing that, in lieu of the automatic non-qualified
stock option grants described above, automatic grants of restricted stock units
will be made to the Company's non-employee directors. The amendment provides
that each non-employee director will be granted (1) 3,000 restricted stock units
upon initial election to the Company's Board of Directors (the "Initial Grant")
and (2) a number of restricted stock units equal to $45,000 divided by the
closing price of the Company's common stock on the Nasdaq Global Market on the
date of grant, upon each re-election as a director at the Company's annual
shareholder meeting (the "Annual Grant"). In the event that a non-employee
director's initial election occurs at the Company's annual shareholder meeting,
such non-employee director will receive both an Initial Grant and an Annual
Grant at that time. No other amendments to the Stock Incentive Plan were
approved by the Company's shareholders at the Annual Meeting.
The above descriptions of the amendments to the Stock Purchase Plan and the
Stock Incentive Plan are qualified in their entirety by reference to the full
text of such plans, copies of which are attached hereto as Exhibit 10.1 and
10.2, respectively, and are incorporated by reference herein. The attached copy
of the Stock Purchase Plan indicates that 1,000,000 shares of the Company's
common stock are available for purchase under the Stock Purchase Plan. Such
number reflects the 300,000 share increase approved by shareholders in 2003.
Such additional shares were inadvertently excluded from the copy of the Stock
Purchase Plan attached to the Company's Prospectus and Proxy Statement for the
Annual Meeting filed with the Securities and Exchange Commission on Amendment
No. 2 to a Form S-4 Registration Statement on August 10, 2006.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
As previously disclosed, on January 23, 2006, the Company entered into an
Agreement and Plan of Merger, as amended by Amendment No. 1 to Agreement and
Plan of Merger, dated as of June 13, 2006 and as further amended by Amendment
No. 2 to Agreement and Plan of Merger, dated as of August 10, 2006 (as amended,
the "Merger Agreement"), with Seabiscuit Acquisition Corp., 3F Therapeutics,
Inc. ("3F") and Boyd D. Cox, as stockholder representative (the "Stockholder
Representative"). Pursuant to the Merger Agreement, Seabiscuit Acquisition Corp.
will merge with and into 3F, and 3F will become a wholly owned subsidiary of the
Company (the "Merger"). The Company's shareholders approved the issuance of the
Company's common stock in the Merger at the Annual Meeting on September 25,
2006.
Section 5.18 of the Merger Agreement provides that promptly upon the
consummation of the Merger, the Stockholder Representative will be entitled to
designate a person to serve as a member of the Company's Board of Directors
until the Company's next annual meeting of shareholders. The Stockholder
Representative has selected Theodore C. Skokos as its designee to the Company's
Board of Directors.
In accordance with the Merger Agreement, on September 25, 2006, the Company
approved an increase in the size of its Board of Directors from four to five
members, effective as of and contingent upon the effectiveness of the Merger. In
addition, the Company appointed and elected Theodore C. Skokos as a member of
the Company's Board of Directors, effective as of and contingent upon the
effectiveness of the Merger. The Merger is anticipated to close by September 30,
2006.
Mr. Skokos, 58, is the chairman of the board and a stockholder of 3F. He also is
the president of 3F Management, Inc., which serves as the general partner of 3F
Partners Limited Partnership, the president of 3F Management II, LLC, which
serves as the general partner of 3F Partners Limited Partnership II, and the
president and a stockholder of Cardiac Concepts, Inc., a medical device company.
Each of 3F Partners Limited Partnership, 3F Partners Limited Partnership II and
Cardiac Concepts is a stockholder of 3F. Mr. Skokos was a practicing attorney
from 1973 through 1994. Since his retirement, he has been involved in various
business enterprises, including founding and serving as an officer of three
entities involved in the cellular telephone business. Additionally, from 1999 to
2001, he served as chairman and president of The Flight Department, Inc.,
located in Aspen, Colorado, a privately held aircraft management and air charter
company.
Other than in connection with Section 5.18 of the Merger Agreement described
above, there are no arrangements or understandings between Mr. Skokos and any
other persons pursuant to which Mr. Skokos was selected as a director. Other
than his interest in the Merger as chairman of the board and a stockholder of
3F, Mr. Skokos 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. Skokos had a direct or indirect
material interest in any such transaction since the beginning of the Company's
last fiscal year. Mr. Skokos has not been appointed to serve on any of the
Company's Board committees.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 ATS Medical, Inc. 1998 Employee Stock Purchase Plan, as amended
through September 25, 2006.
10.2 ATS Medical, Inc. 2000 Stock Incentive Plan, as amended through
September 25, 2006.
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: September 28, 2006
EXHIBIT INDEX
10.1 ATS Medical, Inc. 1998 Employee Stock Purchase Plan, as amended through
September 25, 2006.
10.2 ATS Medical, Inc. 2000 Stock Incentive Plan, as amended through September
25, 2006.