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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 (Date of Earliest Event Reported): December 8, 1997
KENSEY NASH CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-27120 36-3316412
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.
MARSH CREEK CORPORATE CENTER
55 EAST UWCHLAN AVENUE
SUITE 201
EXTON, PENNSYLVANIA 19341
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code (610) 524-0188
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ITEM 5. OTHER EVENTS.
On November 13, 1997, the Registrant issued the news release attached as
Exhibit 99.1. The information contained in this news release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 News Release of Registrant dated November 13, 1997.
99.2 Agreement dated November 10, 1997 by and among the
Registrant and Wouter M. Muijs Van de Moer, Rienk Rienks,
Innovasc R&D BV te Rotterdam and Medifix R&D BV te Putten.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On December 8, 1997, pursuant to the attached Agreement (the "Agreement"), the
Registrant issued a total of 200,000 shares of its common stock, par value
$0.001 per share (the "Shares"), to Innovasc R&D BV te Rotterdam ("Innovasc")
and Medifix R&D BV te Putten ("Medifix"), in exchange for certain patent rights
held by Innovasc and Medifix. The Shares were issued outside the United States
in reliance on Regulation S of the Securities Act of 1933, as amended (the
"Act"). No underwriters or other distributors were involved in the
transaction. Innovasc and Medifix represented that they were not U.S. persons
and that they would not sell the Shares to U.S. persons or in the United States
without complying with the registration requirements of the 1933 Act or relying
on an exemption therefrom. The offer and sale of the Shares occurred in The
Netherlands in an "offshore transaction", and neither the Registrant nor any of
its affiliates engaged in any "directed selling efforts" in the United States
(as those terms are defined under Regulation S). Innovasc and Medifix
represented to the foregoing in the Agreement.
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SIGNATURES
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.
KENSEY NASH CORPORATION
Dated: December 8, 1997 By: /s/ JOSEPH W. KAUFMANN
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Joseph W. Kaufmann
Chief Executive Officer,
President and
Chief Financial Officer
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Exhibit Index
Exhibit # Item
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99.1 News Release
99.2 Agreement