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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: JANUARY 26, 2007
(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 (IRS Employer Identification No.)
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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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously disclosed, on June 22, 2005, ATS Medical, Inc. (the
"Company") entered into a Marketing Services Agreement (the "Agreement") with
Alabama Tissue Center, Inc. (now known as Regeneration Technologies, Inc. --
Cardiovascular or "RTI-CV"). Under the terms of the Agreement, RTI-CV appointed
the Company as its exclusive marketing services representative to promote,
market and solicit orders for RTI-CV's processed cardiovascular allograft tissue
from doctors, hospitals, clinics and patients throughout North America.
On January 26, 2007, the Company and RTI-CV entered into an Amendment to
the Agreement (the "Amendment") effective as of January 1, 2007. The Amendment
was entered into as a result of RTI-CV's sale of its cardiovascular business to
CryoLife, Inc. as of January 1, 2007 and discontinuation of its cardiovascular
tissue processing operations. Under the terms of the Amendment, the Company will
be compensated for soliciting orders for RTI-CV's remaining inventory of
processed tissue based on a percentage of the fee paid by customers for the
processed tissue, net of transportation charges and discounts. The percentage of
the fees paid will vary depending upon the level of demand for the various types
of tissue in inventory. So long as the total orders for processed tissue
received by RTI-CV meet certain minimum performance levels, the Company will be
entitled to a minimum level of compensation of $175,000 per calendar quarter.
The Agreement, as amended, will terminate on December 31, 2007. The Agreement
may be terminated or declared non-exclusive by RTI-CV if the total orders for
processed tissue received by RTI-CV do not meet certain minimum performance
levels for two consecutive quarters, and the Company has failed to use
commercially reasonable efforts to distribute all of the available tissues in
RTI-CV's inventory.
A copy of the Amendment will be filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 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 R. Kramer
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Michael R. Kramer
Principal Financial Officer
Date: February 1, 2007