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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 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
of Incorporation) 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 (see General Instruction A.2 below):
[ ] 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On September 29, 2006, ATS Medical, Inc., a Minnesota corporation ("ATS
Medical"), completed its acquisition of 3F Therapeutics, Inc., a Delaware
corporation ("3F Therapeutics"). Pursuant to an Agreement and Plan of Merger,
dated as of January 23, 2006, as amended by Amendment No. 1, dated as of June
13, 2006, and by Amendment No. 2, dated as of August 10, 2006 (as amended, the
"Merger Agreement"), by and among ATS Medical, Seabiscuit Acquisition Corp., a
wholly owned subsidiary of ATS Medical ("Merger Sub"), 3F Therapeutics and Boyd
D. Cox, as stockholder representative (the "Stockholder Representative"), Merger
Sub was merged with and into 3F Therapeutics (the "Merger"), as a result of
which 3F Therapeutics became a wholly owned subsidiary of ATS Medical.
Under the terms of the Merger Agreement, 3F Therapeutics stockholders,
both common stockholders and preferred stockholders (whose preferred stock was
converted into common stock immediately prior to the effective time of the
Merger), received 7,575,000 shares of ATS Medical common stock in exchange for
their shares of 3F Therapeutics common stock owned immediately prior to the
Merger. ATS Medical also issued 1,400,000 shares of ATS Medical common stock to
Wells Fargo Bank, N.A., as escrow agent, to secure the indemnification
obligations undertaken by 3F Therapeutics stockholders pursuant to the Merger
Agreement. An additional 25,000 shares of ATS Medical common stock were issued
and placed into an escrow account established by the Stockholder Representative
to cover the expenses of the Stockholder Representative in connection with the
Merger. All 3F Therapeutics outstanding stock options and warrants were
exercised, terminated or canceled prior to the Merger as contemplated by the
Merger Agreement.
As described in the Merger Agreement, 3F Therapeutics stockholders also
have the right to earn up to an additional 10,000,000 shares of ATS Medical
common stock if 3F Therapeutics achieves certain product development milestones
or if certain extraordinary transaction milestone triggering events occur prior
to December 31, 2013.
The proxy statement/prospectus, dated August 11, 2006, which forms a
part of ATS Medical's Registration Statement on Form S-4 (Registration No.
333-133341) filed with the Securities and Exchange Commission on April 18, 2006,
as amended on July 20, 2006 and August 10, 2006, provides certain additional
information about the Merger, ATS Medical, Merger Sub and 3F Therapeutics.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired. ATS Medical intends to
file by amendment to this Form 8-K the required historical financial information
no later than December 15, 2006.
(b) Pro Forma Financial Information. ATS Medical intends to file by
amendment to this Form 8-K the required pro forma financial information no later
than December 15, 2006.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of January 23,
2006, by and among ATS Medical, Inc., Seabiscuit
Acquisition Corp., 3F Therapeutics, Inc. and Boyd D.
Cox, as stockholder representative (incorporated by
reference to Exhibit 10.1 to the Current Report on
Form 8-K of ATS Medical filed on January 26, 2006).
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of June 13, 2006, by and among ATS Medical,
Inc., Seabiscuit Acquisition Corp., 3F Therapeutics,
Inc. and Boyd D. Cox, as stockholder representative
(incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of ATS Medical filed on
June 19, 2006).
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2.3 Amendment No. 2 to Agreement and Plan of Merger,
dated as of August 10, 2006, by and among ATS
Medical, Inc., Seabiscuit Acquisition Corp., 3F
Therapeutics, Inc. and Boyd D. Cox, as stockholder
representative (incorporated by reference to Exhibit
2.3 to Amendment No. 2 to ATS Medical, Inc.'s
Registration Statement on Form S-4 filed on August
10, 2006).
99.1 Press Release of ATS Medical, Inc., dated October 2,
2006.
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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.
Date: October 5, 2006 ATS MEDICAL, INC.
By: /s/ Michael D. Dale
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Michael D. Dale
Chief Executive Officer
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of January 23, 2006, by and among ATS Medical, Inc., Seabiscuit Acquisition
Corp., 3F Therapeutics, Inc. and Boyd D. Cox, as stockholder representative (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K of ATS Medical filed on January 26, 2006).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of June 13, 2006, by and among ATS Medical, Inc., Seabiscuit
Acquisition Corp., 3F Therapeutics, Inc. and Boyd D. Cox, as stockholder representative (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of ATS Medical filed on June 19, 2006).
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as of August 10, 2006, by and among ATS Medical, Inc.,
Seabiscuit Acquisition Corp., 3F Therapeutics, Inc. and Boyd D. Cox, as stockholder representative (incorporated by
reference to Exhibit 2.3 to Amendment No. 2 to ATS Medical, Inc.'s Registration Statement on Form S-4 filed on
August 10, 2006).
99.1 Press Release of ATS Medical, Inc., dated October 2, 2006.
</Table>
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