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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: 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 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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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and supplements the Current Report on
Form 8-K that was initially filed by ATS Medical, Inc. (ATS Medical) on October
5, 2006 (the Initial Form 8-K) to include financial statements and pro forma
financial information concerning ATS Medical's acquisition of 3F Therapeutics,
Inc. (3F Therapeutics), permitted pursuant to Item 9.01 of Form 8-K to be
excluded from the Initial Form 8-K and filed by amendment to the Initial Form
8-K no later than 71 days after the date the Initial Form 8-K was required to be
filed.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
1) Audited consolidated Balance Sheets of 3F Therapeutics as of
December 31, 2005 and 2004 and the consolidated Statements of
Operations, consolidated Statements of Cash Flows and consolidated
Statements of Shareholders' Equity of 3F Therapeutics for each of the
three fiscal years in the period ended December 31, 2005, and the
schedule and independent registered public accounting firm's report
related thereto (incorporated by reference from the ATS Medical Proxy
Statement on Form S-4 filed with the Securities and Exchange Commission
on August 10, 2006).
(2) Unaudited Balance Sheet of 3F Therapeutics as of September 30,
2006, and Unaudited Statements of Operations for the three and nine
month periods ended September 30, 2006.
(b) Pro forma financial information.
(1) Unaudited Pro Forma Combined Condensed Statements of Operations of
ATS Medical and 3F Therapeutics for the Year Ended December 31, 2005
and the Nine Months Ended September 30, 2006.
(2) Notes to Unaudited Pro Forma Combined Condensed Statements of
Operations of ATS Medical and 3F Therapeutics.
(d) Exhibits.
<Table>
<Caption>
Exhibit No. Description
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99.1 Audited consolidated Balance Sheets of 3F Therapeutics as of December 31, 2005 and
2004 and the consolidated Statements of Operations, consolidated Statements of Cash Flows
and consolidated Statements of Shareholders' Equity of 3F Therapeutics for each of the
three fiscal years in the period ended December 31, 2005, and the schedule and independent
registered public accounting firm's report related thereto (incorporated by reference from
ATS Medical's Proxy Statement on Form S-4 filed with the Securities and Exchange Commission
on August 10, 2006).
99.2 Unaudited Balance Sheet of 3F Therapeutics as of September 30, 2006, and unaudited
Statements of Operations for the three and nine months ended September 30, 2006, filed
herewith.
99.3 Unaudited Pro Forma Combined Condensed Statements of Operations of ATS Medical and 3F
Therapeutics for the Year Ended December 31, 2005 and the Nine Months Ended September 30,
2006, filed herewith.
99.4 Notes to Unaudited Pro Forma Combined Condensed Statements of Operations of ATS Medical
and 3F Therapeutics, filed herewith.
</Table>
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
By: /s/ Michael R. Kramer
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Michael R. Kramer
Senior Director of Finance
Dated: November 20, 2006