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): June 28, 1996 (June 20, 1996)
ARTERIAL VASCULAR ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
0-27802
(Commission File Number)
Delaware 94-3144218
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.
5355 Skylane Boulevard, Santa Rosa, California 95403
(Address of principal executive offices) (Zip code)
(707) 525-0111
(Registrant's telephone number, including area code)
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Item 5. Other Events
Arterial Vascular Engineering, Inc. (the "Company") has received
notice of a lawsuit filed by Azam Anwar and Benito Hidalgo in the
district court of Dallas County, Texas. The suit names as defendants
the Company, Bradly A. Jendersee and John D. Miller, each a director,
officer and principal stockholder of the Company, Dr. Simon H.
Stertzer, a director and principal stockholder of the Company, and Dr.
Gerald Dorros, a principal stockholder of the Company.
The petition filed by Messrs. Anwar and Hidalgo relates to a series of
transactions whereby the Company acquired substantially all of the
assets, and subsequently 100% of the shares of the capital stock, of
Endothelial Support Systems, Inc. (subsequently known as Endovascular
Support Systems, Inc.) ("ESS"). The acquired assets relate to the
stent technology used in the Company's current stent system. The
existence of a dispute concerning these transactions was previously
disclosed on pages 46 and 47 of the Prospectus relating to the
Company's initial public offering dated April 2, 1996. The suit
alleges common law fraud, misrepresentation, securities fraud, breach
of fiduciary duty and constructive fraud by the defendants in
connection with these transactions.
The plaintiffs seek unspecified damages, rescission of the Company's
acquisition of the ESS assets and its subsequent acquisition of the
ESS stock, reconstitution of ESS, interest and attorney's fees and
other costs. The Company believes it has meritorious defenses to the
claims and intends to vigorously defend itself. However, no assurance
can be given as to the outcome of the litigation. The inability of the
Company to prevail in the litigation, including the loss or impairment
of the right to produce products based on the Company's issued
patents, could have a material adverse effect on the Company's
business, financial condition and results of operations.
A leading provider of highly specialized coronary stent systems, the
Company currently sells coronary angioplasty balloons and coronary
stent systems in over 30 countries outside the United States.
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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 thereunto duly authorized.
ARTERIAL VASCULAR ENGINEERING, INC.
Date: June 28, 1996 /s/ John D. Miller
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John D. Miller
Vice President Finance, Chief Financial Officer
