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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): October 5, 1997
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ENDOVASCULAR TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-27540 943096794
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1360 O'Brien Drive, Menlo Park, California 94025
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (415) 325-1600
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS
On October 5, 1997, the Registrant agreed to be acquired by Guidant
Corporation, an Indiana corporation ("Guidant") through the statutory merger of
Ski Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Guidant ("Merger Sub"), with and into the Registrant (the
"Merger"), whereby the Registrant will become a wholly-owned subsidiary of
Guidant. The Merger will be accomplished pursuant to the Agreement and Plan of
Merger, dated as of October 5, 1997, among the Registrant, Guidant and Merger
Sub, and a related Certificate of Merger (the "Merger Agreements"). The
consummation of the Merger is subject, among other things, to the approval of
the Merger by the stockholders of the Registrant, at a stockholders meeting, and
the satisfaction of certain other closing conditions.
As a result of the Merger, Guidant will become the owner of 100% of
the issued and outstanding common stock of the Registrant and at the Effective
Time, each share of common stock, par value $.00001 per share, of the
Registrant (the "EVT Common Stock") issued and outstanding immediately prior to
the effective time of the merger shall, by virtue of the Merger and without any
action on the part of the holder thereof, be converted into the right to
receive such number or fraction of a number, rounded to four decimal places
(the "Exchange Ratio"), of shares of common stock, without par value, of
Guidant (the "Guidant Common Stock") that equals the result obtained by
dividing $20.00 by the "Closing Price"; provided, however, that if the Closing
Price shall be greater than or equal to $46.63 but less than or equal to
$51.75, then the Exchange Ratio shall be fixed at $0.3865; provided, further,
that if the Closing Price shall be less than $36.63, then the Exchange Ratio
shall be the result obtained by dividing $18.00 by the Closing Price. Further,
all unexpired and unexercised options to acquire the Registrant's common stock
will be converted into an option to purchase Guidant Common Stock pursuant to
the terms of the Guidant Corporation 1994 Stock Plan. The shares to be issued
to the Registrant's stockholders will be issued pursuant to a registration
statement on Form S-4, pursuant to the Securities Act of 1933, as amended.
"Closing Price" means the average closing price of Guidant Common
Stock, rounded to four decimal places, as reported in The Wall Street Journal's
New York Stock Exchange Composite Transaction Reports, for each of the 10
consecutive Trading Days immediately preceding the third Trading Day prior to
the Registrant's stockholders meeting. "Trading Day" means a day on which the
New York Stock Exchange, Inc. is open for trading.
Also on October 5, 1997, the Registrant and ChaseMellon Shareholder
Services ("Chase") entered into an Amendment to Rights Agreement (the
"Amendment") amending the Rights Agreement between the Registrant and Chase
dated as of February 5, 1997 (the "Rights Agreement"). The Amendment provides
that no person shall be an Acquiring Person under the Rights Agreement solely by
reason of the execution and delivery of the Merger Agreements or related
agreements and that the Rights Agreement will terminate upon the effective time
of the Merger.
Guidant and certain affiliates (representing approximately 26% of the
outstanding Common Stock of the Registrant) entered into Support Agreements,
dated October 5, 1997, whereby, among other things, such affiliates of the
Registrant agreed to vote their shares of the Registrant's Common Stock in favor
of the Merger, the approval and adoption of the Merger Agreement and the
approval of the other transactions contemplated by the Merger Agreement.
Further, such affiliates of the Registrant also granted and appointed Guidant
and certain officers of Guidant the proxy and attorney-in-fact to vote such
shares of the Registrant's Common Stock in favor of adoption of the Merger
Agreement.
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ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
20.1 Joint Press Release of EndoVascular Technologies, Inc. and
Guidant Corporation dated October 6, 1997.
99.1 Amendment to Rights Agreement between EndoVascular
Technologies, Inc. and ChaseMellon Shareholder Services
dated October 5, 1997.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENDOVASCULAR TECHNOLOGIES, INC.
Date: October 16, 1997 By: /s/ W. James Fitzsimmons
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W. James Fitzsimmons,
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
20.1 Joint Press Release of EndoVascular Technologies, Inc. and Guidant
Corporation dated October 6, 1997.
99.1 Amendment to Rights Agreement between EndoVascular Technologies, Inc.
and ChaseMellon Shareholder Services dated October 5, 1997.
</TABLE>
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EXHIBIT 20.1
Guidant: Press Release Archive: october 6, 1997
GUIDANT AND ENDOVASCULAR TECHNOLOGIES, INC. ANNOUNCE ACQUISITION
Indianapolis, IN and Menlo Park, CA -- October 6, 1997 -- Guidant Corporation
(NYSE and PCX: GDT), a world leader in the treatment of cardiovascular disease
through innovative medical devices, and EndoVascular Technologies, Inc. (EVT)
(NASDAQ: EVTI), a pioneer in the development of methods and devices for
minimally invasive repair of abdominal aortic aneurysms (AAAs), today announced
that a definitive agreement has been signed for Guidant to acquire EVT.
"The acquisition of EVT, its exciting products, and its intellectual property
portfolio provide the strategic path for entry into an important new
therapeutic opportunity," explained James M. Cornelius, chairman of the board
of directors of Guidant. "The transaction will be a tax-free, stock-for-stock
exchange valued at approximately $170 million, and will be accounted for as a
pooling of interest transaction."
Pursuant to the terms of the agreement, each outstanding share of EVT common
stock will be exchanged for shares of Guidant common stock valued at $20 per
EVT share, subject to possible adjustment pursuant to a collar arrangement. The
transaction is also subject to certain conditions, including approval by the
EVT shareholders and Hart-Scott-Rodino anti-trust clearance.
EVT has developed a catheter-based delivery system to implant a specialized
sutureless prosthesis to repair life-threatening AAAs without major surgery.
EVT's Ancure(tm) product family, currently undergoing clinical trials in the
United States, has already been used in more than 600 patients worldwide and
has the longest follow-up data available of any endovascular AAA company. Data
collected to date indicate patients implanted with the devices show lower
mortality and fewer complications than conventional surgery patients. With this
endovascular approach, a patient's length of hospital stay is reduced to two to
three days versus eight to ten days with major surgery.
AAA is the 13th leading cause of death in the United States, claiming over
15,000 lives annually. Endovascular treatment of AAA represents a significant
clinical advance over the traditional surgical procedure. In the United States
alone, more than 190,000 abdominal aortic aneurysms are diagnosed each year and
45,000 patients undergo surgery. Given the high mortality and morbidity
associated with conventional surgery, clinicians often choose to wait to treat
an aneurysm until the risk of rupture is more significant.
Ronald W. Dollens, Guidant president and CEO, commented, "The technology and
proven management capabilities of the EVT team are real assets to the Guidant
organization. We view this opportunity to create a novel therapeutic approach
in treating AAAs as very similar to our experience in the development of the
implantable defibrillator and angioplasty markets with Guidant's proprietary
technology. We are pleased with the clinical progress EVT has made to date to
obtain FDA approval of their product line."
"We believe EVT's leadership position in this emerging market complements
Guidant's proven reputation in the development and commercialization of
innovative cardiovascular technologies around the globe," said W. James
Fitzsimmons, president and CEO of EVT. "This partnership provides critical mass
and enhances our ability to develop this important, innovative therapeutic
solution for AAA patients."
EVT will become part of Guidant's Minimally Invasive Systems (MIS) Group, which
is being focused toward cardiovascular and vascular surgery. "The addition of
EVT will enhance Guidant's ability to build a business with a key emerging
customer, the vascular surgeon," commented Jay Watkins, president of the
Guidant MIS Group.
"This transaction is expected to close in the first quarter of 1998 and will
include one-time acquisition-related and transition costs. The acquisition will
be slightly dilutive in 1998," noted Keith E. Brauer, Guidant CFO.
A leader in the medical device industry, Guidant provides innovative,
cost-effective products and services to the global cardiology and minimally
invasive surgery marketplaces. EVT, a pioneer in the development of minimally
invasive repair of AAAs, designs, develops and manufactures minimally invasive
endovascular systems to repair diseased or damaged vascular structures.
For more information about Guidant's products and services, visit the company's
Web site at http://www.guidant.com.
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Exhibit 99.1
AMENDMENT TO RIGHTS AGREEMENT BETWEEN
ENDOVASCULAR TECHNOLOGIES, INC, AND CHASEMELLON SHAREHOLDER
SERVICES
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of the 5th
day of October, 1997 by and between EndoVascular Technologies, Inc., a
Delaware corporation (the "Corporation"), and ChaseMellon Shareholder Services,
as rights agent (the "Rights Agent").
WHEREAS, the Corporation is entering into an Agreement and Plan of Merger
(as the same may be amended from time to time, the "Merger Agreement") among
Guidant Corporation ("Guidant"), Ski Acquisition Corporation and the
Corporation, providing for transactions (collectively, the "Merger") pursuant to
which, among other things, the Corporation will become a wholly-owned
subsidiary of Guidant and the former stockholders of the Corporation will
receive shares of Guidant Common Stock.
WHEREAS, in connection with the Merger Agreement, certain officers,
directors and stockholders of the Corporation are entering into Support
Agreements (the "Support Agreements") with Guidant and are delivering Affiliate
Letters to Guidant (the "Affiliate Letters").
WHEREAS, the Corporation and the Rights Agent are parties to a Rights
Agreement dated as of February 5, 1997 (the "Rights Agreement").
WHEREAS, the parties desire to amend the Rights Agreement in connection
with the execution and delivery of the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
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1. The definition of "Acquiring Person" set forth in Section 1 of
the Rights Agreement is hereby amended by adding the following sentence to the
end of that definition:
Notwithstanding the foregoing, no person shall be an Acquiring
Person solely by reason of the execution and delivery of the Agreement
and Plan of Merger (as the same may be amended from time to time, the
"Merger Agreement") among Guidant Corporation ("Guidant"), Ski
Acquisition Corporation and the Corporation, the Support Agreements
between Guidant and certain officers, directors and stockholders of the
Corporation or the receipt of Affiliate Letters by certain officers,
directors and stockholders of the Corporation.
2. The definition of "Final Expiration Date" set forth in Section
1 of the Rights Agreement shall be amended to read in its entirety as follows:
"Final Expiration" shall mean the earlier of (1) the Effective
Time, as that term is defined in the Merger Agreement, or (2) March 3,
2007.
3. The definition of "Shares Acquisition Date" included in Section
1 of the Rights Agreement shall be amended by adding the following sentence to
the end of such definition:
Notwithstanding anything else set forth in this Agreement, a
Shares Acquisition Date shall not be deemed to have occurred solely by
reason of the public announcement or public disclosure of the Merger
Agreement and the transactions contemplated thereby.
4. Section 3(a) of the Rights Agreement shall be amended by adding
the following sentence to the end thereof:
Notwithstanding anything else set forth in this Agreement, no
distribution date shall be deemed to have occurred solely by reason of
the execution and delivery of the Merger Agreement and the transactions
contemplated thereby.
5. The Rights Agreement, as amended by this Amendment, shall
remain in full force and effect in accordance with its terms.
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6. This Amendment may be executed in one or more counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and years first above written.
Attest: ENDOVASCULAR TECHNOLOGIES, INC.
By: /s/ CRAIG E. WALKER By: /s/ W. JAMES FITZSIMMONS
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Attest: CHASEMELLON SHAREHOLDER SERVICES
By: /s/ DUANE K. KNUTSON By: /s/ JOSEPH W. THATCHER
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Duane Knutson Joseph W. Thatcher
Assistant Vice President Assistant Vice President
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