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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: MARCH 15, 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 (IRS Employer
of incorporation) Identification No.)
3905 ANNAPOLIS LANE NORTH, SUITE 105
MINNEAPOLIS, MINNESOTA 55447
(Address of Principal Executive Offices)
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 15, 2007, ATS Medical, Inc. (the "Company") entered into a
Securities Purchase Agreement with certain institutional investors, pursuant to
which the Company agreed to issue to the investors an aggregate of 8,125,000
shares of the Company's common stock (the "Shares") at a purchase price of $2.00
per share and five-year warrants to purchase 3,250,000 shares of the Company's
common stock at an exercise price of $2.40 per share (the "Warrants"). The
Warrants will become exercisable on September 17, 2007.
Pursuant to a Registration Rights Agreement, the Company has agreed to
prepare and file with the United States Securities and Exchange Commission (the
"SEC"), on or prior to the 30th calendar day following the date of the
Registration Rights Agreement, a registration statement (the "Registration
Statement") covering the resale of the Shares as well as the shares of the
Company's common stock underlying the Warrants (the "Warrant Shares"), for an
offering to be made on a continuous basis pursuant to Rule 415 promulgated by
the SEC pursuant to the Securities Act of 1933, as amended (the "Securities
Act"). Pursuant to the Registration Rights Agreement, the Company has agreed to
use its best efforts to cause the Registration Statement to be declared
effective under the Securities Act as promptly as possible after the filing
thereof but, in any event, if the Registration Statement does not become subject
to review by the SEC, prior to the earlier of (1) the 90th calendar day
following the date of the Registration Rights Agreement and (2) the fifth
trading day following the date on which the Company receives notification from
the SEC that the Registration Statement will not be reviewed or is no longer
subject to further review by the SEC. If the Registration Statement becomes
subject to a full review by the SEC, the Company will be obligated to use its
best efforts to cause the Registration Statement to be declared effective prior
to the 120th calendar day following the date of the Registration Rights
Agreement. Pursuant to the Securities Purchase Agreement, the Company has also
agreed to keep the Registration Statement continuously effective under the
Securities Act until the earlier of the date on which all of the Shares and
Warrant Shares have been sold and the date on which all of the Shares and
Warrant Shares can be sold publicly under Rule 144(k) promulgated by the SEC
pursuant to the Securities Act.
RBC Capital Markets acted as placement agent with respect to the
transaction and received a cash fee equal to $812,500.
The foregoing is not a complete summary of the terms of the offering
described in this Item 1.01 and Item 3.02 below, and reference is made to the
complete text of the Securities Purchase Agreement, Registration Rights
Agreement and Warrant attached hereto as Exhibits 10.1, 10.2 and 10.3.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Pursuant to the Securities Purchase Agreement, on March 15, 2007, the
Company agreed to issue the Shares (an aggregate of 8,125,000 shares of the
Company's common stock) and the Warrants (five-year warrants exercisable into an
aggregate of 3,250,000 shares of the Company's common stock at an exercise price
of $2.40 per share). The gross proceeds of the sale of the Shares totaled
approximately $16,250,000. As indicated in Item 1.01 above, the per share
purchase price of the Shares is $2.00, and the per share purchase price of the
Warrants is $2.40, subject to certain adjustments described in the Warrant. The
Warrants will become exercisable on September 17, 2007.
In issuing the Shares and the Warrants, the Company relied upon
exemptions from registration provided by Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated thereunder. Each of the investors has
represented to the Company that it is an "accredited investor" as defined in
Rule 501(a) of Regulation D promulgated under the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are being filed with this report:
10.1 Form of Securities Purchase Agreement, dated March 15, 2007
10.2 Form of Registration Rights Agreement, dated March 15, 2007
10.3 Form of Warrant, dated March 15, 2007
99.1 Press Release, dated March 16, 2007
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 D. Dale
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Michael D. Dale
President and Chief Executive
Officer
Dated: March 16, 2007
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Securities Purchase Agreement, dated March 15, 2007
10.2 Form of Registration Rights Agreement, dated March 15, 2007
10.3 Form of Warrant, dated March 15, 2007
99.1 Press Release, dated March 16, 2007