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)
November 20, 1998
Eclipse Surgical Technologies, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
----------------------------------------------
(State or other jurisdiction of incorporation)
0-28288 77-0223740
- --------------------- -----------------------------------
(Commission File No.) (IRS Employer Identification Number)
559 Weddell Avenue
Sunnyvale, California 94089
----------------------------------------
(Address of Principal Executive Offices)
(408) 747-0120
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
In November 1998, Eclipse Surgical Technologies, Inc. (the "Company")
contributed certain licenses, patents, and other intellectual property ("the
contributed technology") and the MicroHeart name to MicroHeart Holdings, Inc.
("MicroHeart"), a Delaware company previously formed by U.S. Ventures and
Venrock Associates who on a combined basis invested $5.5 million in cash in
MicroHeart. MicroHeart designs and develops devices for drug delivery of
growth factors to promote angiogenesis in the heart. Myocardial
revascularization utilizing angiogenic drugs and growth factors is a nascent
technology intended to provide a new therapeutic approach to the treatment of
coronary artery disease and associated symptoms such as angina.
In exchange for the contributed technology and the MicroHeart name, the
Company received common stock (less than a 1% voting interest in MicroHeart)
and two warrants to acquire MicroHeart common shares. In addition, the
Company has the right to appoint one of the four Board members of MicroHeart.
The first warrant has an aggregate exercise price of $80,000 and a purchase
price of $8,000 and relates to specific contributed technology developed or
licensed by the Company prior to 1998 and the MicroHeart name. The second
warrant has an aggregate exercise price of $210,000 and a purchase price of
$20,000 and relates to contributed technology developed or licensed by the
Company in 1998 which MicroHeart believes may be important to its ongoing
product development efforts. The second warrant is cancelable by MicroHeart
at any time within one year. If the first warrant is exercised, the
Company's ownership interest in MicroHeart would increase to approximately
44%. If the second warrant is exercised the Company's interest in MicroHeart
would increase to approximately 53%. These percentage ownership interests
assume that the second warrant will not be cancelled and no further dilution
of MicroHeart will occur due to subsequent equity fund raising or other
activities of MicroHeart. There can be no assurance that these assumptions
accurately forecast future events.
The Company will record a $0.4 million investment and related gain on the
contributed technology based on the value of the MicroHeart common stock and
warrants received in exchange for the contributed technology and the
MicroHeart name. In addition, Eclipse has agreed to perform research and
development related to the contributed technology over the next year, for
which it will be paid $1.1 million by MicroHeart. Revenues associated with
this contract will be recognized as the research and development costs are
incurred.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated November 23, 1998, entitled
"Eclipse Announces Investment in MicroHeart with U.S.
Venture Partners and Venrock Associates."
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: December 10, 1998 ECLIPSE SURGICAL TECHNOLOGIES, INC.
By: /s/ Kenneth E. Bennert
-------------------------------------------
Name: Kenneth E. Bennert
-----------------------------------------
Title: Vice-President & Chief Financial Officer
----------------------------------------
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Press Release, dated November 23, 1998, entitled "Eclipse Announces Investment in
MicroHeart with U.S. Venture Partners and Venrock Associates."