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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 11, 2001
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Eclipse Surgical Technologies, Inc.
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(Exact name of registrant as specified in charter)
California 0-28288 77-0223740
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
1049 Kiel Court, Sunnyvale, California 94089
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (408) 548-2100
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On April 11, 2001, Eclipse Surgical Technologies, Inc. entered into a Share
Purchase Agreement with the State of Wisconsin Investment Board pursuant to
which Eclipse issued and sold 2,000,000 shares of its common stock to the State
of Wisconsin Investment Board in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended. In connection with the
closing of the transactions contemplated by the Share Purchase Agreement, and
pursuant to Section 7.7 thereof, the Board of Directors of Eclipse approved and
amended the second paragraph of Section 9.1 of Eclipse's Bylaws to insert the
following provision:
"Unless approved by the holders of a majority of the shares present
and entitled to vote at a duly convened meeting of shareholders, the
corporation shall not (i) grant any stock options with an exercise price
that is less than 100% of the fair market value of the underlying stock on
the date of grant; (ii) reduce the exercise price of any stock option
granted under any existing or future stock option plan; (iii) sell or issue
any security convertible, exercisable or exchangeable into shares of Common
Stock having a conversion, exercise or exchange price per share which is
subject to downward adjustment based on the market price of the Common
Stock at the time of conversion, exercise or exchange of such security into
Common Stock (except for customary adjustments to give effect to stock
splits and stock dividends); or (iv) enter into any equity line or similar
arrangement."
For additional information regarding our Amended and Restated Bylaws and
our agreement with the State of Wisconsin Investment Board, please see our
Amended and Restated Bylaws, attached hereto as Exhibit 3.1, the Share Purchase
Agreement, attached hereto as Exhibit 4.1, and our press release, attached
hereto as Exhibit 99.1.
ITEM 7. EXHIBITS.
(c) Exhibits:
3.1 Amended and Restated Bylaws of Eclipse Surgical Technologies,
Inc. adopted as of April 11, 2001.
4.1 Share Purchase Agreement dated April 11, 2001 by and between
Eclipse Surgical Technologies, Inc. and the State of Wisconsin
Investment Board.
99.1 Press Release, dated April 18, 2001, entitled "Eclipse Surgical
Technologies, Inc. Reports First Quarter 2001 Results, Completion
of Private Financings".
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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.
Date: April 20, 2001
ECLIPSE SURGICAL TECHNOLOGIES, INC.
By: /s/ IAN A. JOHNSTON
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Ian A. Johnston
Vice President of Finance and Treasurer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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3.1 Amended and Restated Bylaws of Eclipse Surgical Technologies, Inc. adopted
as of April 11, 2001.
4.1 Share Purchase Agreement dated April 11, 2001 by and between Eclipse --
Surgical Technologies, Inc. and the State of Wisconsin Investment Board.
99.1 Press Release, dated April 18, 2001, entitled "Eclipse Surgical --
Technologies, Inc. Reports First Quarter 2001 Results, Completion of Private
Financings".
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