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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: NOVEMBER 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 (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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 29, 2006, ATS Medical, Inc., a Minnesota corporation (ATS),
exercised its option to purchase certain assets of EM Vascular, Inc., a
Minnesota corporation (EM Vascular), pursuant to a May 2005 Option and Asset
Purchase Agreement executed by the companies (Agreement). The most significant
asset acquired as part of this purchase is technology that may potentially allow
for a non-invasive, non-pharma therapy for the treatment of such disorders as
atherosclerotic plaque and blood hyper-cholesterolemia. Under the terms of the
Agreement, upon closing, expected to be on or about January 27, 2007, ATS will
pay EM Vascular an initial payment of $500,000 in the form of ATS Common Stock,
subject to the holdback of $150,000 worth of ATS Common Stock to secure EM
Vascular's indemnification obligations. In addition to the initial closing
payment, ATS will be obligated to make additional contingent payments to EM
Vascular of $1,000,000 in the form of ATS Common Stock upon obtaining FDA
approval to market a product that is covered by EM Vascular patents or patent
applications ("EM Vascular Products"), of quarterly cash payments equal to 4% of
the revenue from the sale of Products for a period of ten years from the date of
the first commercial sale of an EM Vascular Product, and of $1,200,000 in the
form of ATS Common Stock following the end of the first quarter in which ATS
recognizes cumulative revenues of $10,000,000 from the sale of EM Vascular
Products in a quarter. These contingent payments are subject to certain rights
of set-off for indemnification claims and certain other events. The issuance of
shares of ATS Common Stock to EM Vascular will be made pursuant to the exemption
from registration provided under Section 4(2) of the Securities Act of 1933, as
amended. Upon the subsequent transfer by EM Vascular to its shareholders of the
shares of ATS common stock issued in accordance with the Agreement, the EM
Vascular shareholders will have certain registration rights as provided in the
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
99.1 Press Release of ATS Medical, Inc., dated December 4, 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: December 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
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of ATS Medical, Inc., dated December 4, 2006.
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