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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
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:
[ ] 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. 2 to our 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 or ATS) on October 5, 2006 (the Initial Form 8-K) and amended via
Amendment No. 1 on November 20, 2006, to include financial statements and pro
forma financial information concerning ATS Medical's acquisition of 3F
Therapeutics, Inc. (3F Therapeutics or 3F), 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. This Amendment No. 2 on Form 8-K/A includes the following
financial statements and information for 3F Therapeutics which was omitted from
Amendment No. 1:
- - Condensed Statements of Operations for the three and nine months ended
September 30, 2005
- - Condensed Statements of Cash Flows for the nine months ended September 30,
2006 and 2005
- - Notes to Condensed Financial Statements
The financial statements of 3F Therapeutics included in this Amendment No. 2 on
Form 8-K/A were prepared on a pre-acquisition basis to aid in the understanding
of the business and financial condition of 3F. The acquisition was completed on
September 29, 2006, the last business day of the fiscal third quarter for both
3F and ATS. References to "September 30" in the historical financial statements
of 3F included in Exhibit 99.2 under Item 9.01(a)(2) of this Report refer to
pre-acquisition financial information.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
(1) Audited Balance Sheets of 3F Therapeutics as of December 31, 2005 and
2004, Audited Statements of Operations, Statements of Stockholder's Deficit
and Statements of Cash Flows of 3F Therapeutics for each of the three
fiscal years in the period ended December 31, 2005, the Notes to Financial
Statements and the Report of Independent Registered Public Accounting Firm
related thereto (incorporated by reference to ATS Medical's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
August 10, 2006).
(2) Condensed Balance Sheets of 3F Therapeutics as of September 30, 2006
(unaudited) and December 31, 2005, Unaudited Condensed Statements of
Operations for the three and nine months ended September 30, 2006 and 2005,
Unaudited Condensed Statements of Cash Flows for the nine months ended
September 30, 2006 and 2005, and the related Notes to Condensed Financial
Statements (incorporated by reference to Exhibit 99.2 to this Current
Report on Form 8-K/A).
(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 (incorporated by reference to Exhibit
99.3 to this Current Report on Form 8-K/A).
(2) Notes to Unaudited Pro Forma Combined Condensed Statements of
Operations of ATS Medical and 3F Therapeutics (incorporated by reference to
Exhibit 99.4 to this Current Report on Form 8-K/A).
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(d) Exhibits.
Exhibit No. Description
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99.1 Audited Balance Sheets of 3F Therapeutics as of December 31, 2005
and 2004, Audited Statements of Operations, Statements of
Stockholder's Deficit and Statements of Cash Flows of 3F
Therapeutics for each of the three fiscal years in the period
ended December 31, 2005, the Notes to Financial Statements and the
Report of Independent Registered Public Accounting Firm related
thereto (incorporated by reference to ATS Medical's Registration
Statement on Form S-4 filed with the Securities and Exchange
Commission on August 10, 2006
99.2 Condensed Balance Sheets of 3F Therapeutics as of September 30,
2006 (unaudited) and December 31, 2005, Unaudited Condensed
Statements of Operations for the three and nine months ended
September 30, 2006 and 2005, Unaudited Condensed Statements of
Cash Flows for the nine months ended September 30, 2006 and 2005,
and the related Notes to Condensed Financial Statements, 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.
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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.
ATS MEDICAL, INC.
By: /s/ Michael R. Kramer
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Michael R. Kramer
Senior Director of Finance
Dated: December 12, 2006
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