SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K/A
Current Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act
Of 1934
Date of Report (Date of earliest event reported): February 13, 2002
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ORATEC Interventions, Inc.
(Exact name of registrant as specified in its charter)
000-26745
(Commission File Number)
Delaware 94-3180773
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3700 Haven Court
Menlo Park, California 94025
(Address of principal executive offices, with zip code)
(650) 369-9904
(Registrant's telephone number, including area code)
This Current Report on Form 8-K/A (this "Amendment") amends the Current
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Report on Form 8-K (the "8-K") filed by ORATEC Interventions, Inc. ("ORATEC") on
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February 19, 2002. This amendment is being filed for the purposes of (1)
correcting a typographical error in the first paragraph of "Item 5. Other
Events" of the 8-K and (2) correcting a typographical error in Exhibit 2.2 to
the 8-K.
Item 5. Other Events
The first paragraph of the 8-K is amended and restated in its entirety
as follows:
"On February 13, 2002, ORATEC Interventions, Inc. ("ORATEC") entered
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into an Agreement and Plan of Merger (the "Merger Agreement") with Smith &
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Nephew, Inc. ("Smith & Nephew") and Orchid Merger Corp. A copy of the Merger
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Agreement is attached hereto as Exhibit 2.1. Concurrently with the execution of
the Merger Agreement, certain ORATEC stockholders holding approximately 13.99%
of the outstanding shares of ORATEC have entered into Stockholder Agreements
with Smith & Nephew, each in the form attached hereto as Exhibit 2.2."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
February 13, 2002, by and among Smith &
Nephew, Inc., Orchid Merger Corp. and ORATEC
Interventions, Inc. (incorporated by reference
to Exhibit 2.1 to the Form 8-K filed by ORATEC
on February 19, 2002).
2.2 Form of Stockholder Agreement dated as of
February 13, 2002 among Smith & Nephew, Inc.,
Orchid Merger Corp. and certain stockholders
of ORATEC Interventions, Inc. (including a
schedule listing each such stockholder and the
number of shares owned by such stockholder as
set forth in the Stockholder Agreement entered
into by such stockholder).
99.1 Press Release, dated February 14, 2002
(incorporated by reference to Exhibit 99.1 to
the Form 8-K filed by ORATEC on February 19,
2002).
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.
ORATEC INTERVENTIONS, INC.
Dated: February 28, 2002 By: /s/ KENNETH W. ANSTEY
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Kenneth W. Anstey
President and Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of February 13, 2002, by
and among Smith & Nephew, Inc., Orchid Merger Corp. and ORATEC
Interventions, Inc. (incorporated by reference to Exhibit 2.1 to
the Form 8-K filed by ORATEC on February 19, 2002).
2.2 Form of Stockholder Agreement dated as of February 13, 2002 among
Smith & Nephew, Inc., Orchid Merger Corp. and certain
stockholders of ORATEC Interventions, Inc. (including a schedule
listing each such stockholder as set forth in the Stockholder
Agreement entered into by such stockholder).
99.1 Press Release, dated February 14, 2002 (incorporated by reference
to Exhibit 99.1 to the form 8-K filed by ORATEC on February 19,
2002).