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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-35343
789,470 SHARES
CARDIOVASCULAR DYNAMICS, INC.
COMMON STOCK
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This Prospectus relates to the public offering, which is not being
underwritten, of 789,470 shares of Common Stock (the "Shares"), $.001 par value
per share, of CardioVascular Dynamics, Inc. ("CVD", the "Company" or the
"Registrant"). 764,273 of the Shares were originally issued by the Company to
Endosonics Corporation ("EndoSonics") in connection with the acquisition by
EndoSonics of all of the outstanding capital stock of the Company pursuant to an
Agreement and Plan of Reorganization between EndoSonics and the Company dated
June 9, 1993, and in connection with the acquisition by EndoSonics of 400,000
shares of the Company's Series B Preferred Stock on March 29, 1996, which
converted into 800,000 shares of Common Stock upon the consummation of the
Company's initial public offering. EndoSonics intends to distribute the Shares
to its stockholders and optionholders of record as of September 5, 1997,
pursuant to a dividend distribution declared by the Board of Directors of
EndoSonics on August 4, 1997, of one share of CVD Common Stock for every
twenty-five (25) shares of EndoSonics Common Stock held or, in the case of
options, issuable upon exercise of such options, by such stockholders and
optionholders. The date of the dividend distribution has been set for September
26, 1997. 25,197 of the Shares were originally issued to Seiya Nomada, Ryoichi
Hatomi and Hirohisa Shinzaki pursuant to a Common Stock Purchase Agreement dated
July 24, 1997. All 789,470 Shares may be offered by certain stockholders or by
pledgees, donees, transferees or other successors in interest that receive such
shares as a gift, partnership distribution or other non-sale related transfer
(together with EndoSonics, the "Selling Stockholders"). All of the Shares were
issued pursuant to exemptions from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by Section
4(2) thereof.
In addition, any Shares not distributed may be offered by the Selling
Stockholders from time to time in transactions in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See "Plan of
Distribution."
After the distribution hereunder, EndoSonics is expected to own
approximately 23.89% of the Company's outstanding Common Stock.
The Company will not receive any of the proceeds from the sale of the
Shares.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "CCVD." On September 8, 1997 the average of the high and low price for
the Common Stock was $7.625.
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The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is September 10, 1997
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at 75 Park Place, New York, New York
10007 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained by mail from the Public Reference Branch
of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The Common Stock of the Company is quoted on the Nasdaq
National Market, and such material may also be inspected at the offices of
Nasdaq Operations, 1735 K Street N.W., Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company and
the Common Stock offered hereby, reference is hereby made to the Registration
Statement and to the exhibits and schedules filed therewith. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may
be obtained from such office upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-28440)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed on March 26, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997;
3. Definitive Proxy Statement dated April 16, 1997, filed in connection with
the Company's 1997 Annual Meeting of Stockholders;
4. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended on Form 10-K/A filed on June 13, 1997;
2.
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5. The description of the Company's Common Stock, $.001 par value per share,
contained in its Registration Statement on Form 8-A dated May 2, 1996, including
any amendment or report filed for the purpose of updating such description; and
6. All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge to
each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to Dana P. Nickell, Vice President, Finance and
Administration, Chief Financial Officer and Secretary, at the principal
executive offices of CardioVascular Dynamics, Inc., 13700 Alton Parkway, Suite
160, Irvine, California 92618. The Company's telephone number is (714) 457-9546.
3.
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THE COMPANY
The principal executive offices of CVD are located at 13700 Alton Parkway,
Suite 160, Irvine, California 92618. CVD's telephone number is (714) 457-9546.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. EndoSonics intends
to distribute the Shares to its stockholders and optionholders of record as of
September 5, 1997 pursuant to a dividend distribution declared by the Board of
Directors of EndoSonics on August 4, 1997, of one share of CVD Common Stock for
every twenty-five (25) shares of EndoSonics Common Stock held or, in the case of
options, issuable upon exercise of such options, by such stockholders and
optionholders. The date of the dividend distribution has been set for September
30, 1997. In addition, any Shares not distributed and all the Shares issued to
Seiya Nomada, Ryoichi Hatomi and Hirohisa Shinzaki may be sold by the Selling
Stockholders from time to time in transactions in the over-the-counter market,
in negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders.
4.
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SELLING STOCKHOLDER
The following table sets forth the number of shares of Common Stock owned by
the Selling Stockholder. Except as indicated, the Selling Stockholder has not
had a material relationship with the Company within the past three years other
than as a result of the ownership of the Shares or other securities of the
Company. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders named
below.
<TABLE>
<CAPTION>
Number of Number of Percent of
Shares Percent of Shares Outstanding
Beneficially Outstanding Registered for Shares After
Name of Selling Stockholder Owned Shares Sale Hereby(1) Distribution
- --------------------------- ------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Endosonics Corporation 2,979,370 32.13% 764,273 23.89%
Seiya Nomada 12,599 * 12,599 --(2)
Ryoichi Hatomi 6,299 * 6,299 --(2)
Hirohisa Shinzaki 6,299 * 6,299 --(2)
Total 3,004,567 32.40% 789,470 --(2)
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</TABLE>
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* Less than 1%
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for sale
hereby by reason of any stock divided, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Because the Selling Stockholders may offer all or some of the Shares
which they hold pursuant to the offering contemplated by this Prospectus, and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the Shares, no estimate can be given as to the
amount of Shares that will be held by Seiya Nomada, Ryoichi Hatomi and Hirohisa
Shinzaki after completion of this offering.
5.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California. As of the
date of this Prospectus, a partner of Brobeck, Phleger & Harrison LLP, and a
Director of CVD beneficially owned 1,807 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of CardioVascular Dynamics, Inc.
appearing in CardioVascular Dynamics, Inc.'s Annual Report (Form 10-K/A) for the
year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firms as experts in accounting and auditing.
6.
