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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)
May 8, 1998
NITINOL MEDICAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21001 95-4090463
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.
incorporation)
27 Wormwood Street
Boston, Massachusetts 02210
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (617) 737-0930
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(Former Address, if changed since last report)
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Item 5. Other Events.
On May 8, 1998, Nitinol Medical Technologies, Inc., a Delaware
corporation ("Nitinol"), announced the execution of a definitive agreement to
acquire the neurosurgical instruments business of Elekta AB (publ), a Swedish
corporation, for approximately U.S. $33 million in cash, subject to closing
adjustments. Nitinol's press release, dated May 8, 1998, is attached as an
exhibit and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release dated May 8, 1998
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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 hereunto duly authorized.
May 12, 1998
NITINOL MEDICAL TECHNOLOGIES, INC.
By: /s/ Theodore I. Pincus
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Theodore I. Pincus,
Executive Vice President and
Chief Financial Officer
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Exhibit 99.1
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NEWS | RE:
BULLETIN |
|
FROM: | NITINOL MEDICAL TECHNOLOGIES, INC.
| 27 Wormwood Street
| Boston, MA 02210-1625
FROM: | (Nasdaq/NMS:NMTI)
FRB |
|
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The Financial Relations Board, Inc.
FOR FURTHER INFORMATION:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD
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Thomas M. Tully General Info: Paula Schwartz (212) 661-8030
President & CEO Analyst Info: Kathy Brunson (312) 266-7800
Brian Gill (212) 661-8030
Media Info: Deanne Eagle (212) 661-8030
FOR IMMEDIATE RELEASE:
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May 8, 1998
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NITINOL MEDICAL TECHNOLOGIES ACQUIRES
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ELEKTA NEUROSURGICAL INSTRUMENTS FOR $33 MILLION
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BOSTON, MA - MAY 8, 1998 - Nitinol Medical Technologies, Inc. (NASDAQ/NMS:NMTI)
today announced the signing of a purchase agreement with Elekta AB of Sweden for
the acquisition of Elekta Neurosurgical Instruments (ENI). The $33 million
transaction is expected to close following the completion of an audit of the ENI
financials for the fiscal year ended April 30, 1998. The Company will finance
the transaction with $13 million of its existing cash and $20 million of
subordinated debt to be issued at closing.
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Nitinol Medical Technologies, Inc.
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ENI is a division of the Swedish medical technology group Elekta AB. Sales of
the division are derived from a broad range of specialty implants and
instruments for neurosurgery, including cerebral spinal fluid (CSF) shunts, the
Selector(R) Ultrasonic Aspirator, Ruggles/TM/ surgical instruments, and
endoscopes and instrumentation for minimally invasive neurosurgery. ENI has a
leadership position in each of these product categories. Sales for the fiscal
year ended April 30, 1998 are estimated at approximately $39 million worldwide.
ENI employs 267 people at locations primarily in the UK, France and Atlanta,
Georgia, with 38 direct sales and marketing employees located in major markets
around the world. On a pro forma combined basis for the calendar year 1997,
including ENI in the operations, Nitinol Medical would have had revenues of more
than $50 million.
ENI's full line of CSF shunts were originally developed by Cordis Neuroscience
and acquired by ENI from Johnson & Johnson following the J&J acquisition of
Cordis. CSF shunts are used to drain cerebrospinal fluid from the brain to
manage fluid balance in a variety of conditions where normal drainage is
impaired. ENI currently holds the number two position in the worldwide market
for CSF shunts. The recently introduced Obis-Sigma(R) II valve is unique in
regulating both CSF flow and pressure, providing improved patient control.
ENI's Selector Ultrasonic Aspirator is the number two product in its market.
Used for the removal of tumors and other unwanted tissues in the brain, the
Selector is a compact unit with a newly introduced micro surgery handpiece
enhancing ease of use for the surgeon. The product requires a single-use
disposable tip and tubing set for each use.
The Ruggles hand-held instrument brand is a leader in the neurosurgical
instrument market. The well-respected Ruggles brand, with both standard and
custom instruments, is the only instrument line focused exclusively on the needs
of the neurosurgeon. The recently introduced Spetzler/TM/ Aneurysm Clip is the
only clip on the market made from pure titanium, providing complete
compatibility with modern magnetic resonance imaging. The Spetzler clip
represents an important growth opportunity for the Company
Additional products from ENI include a line of endoscopes, micro instruments and
imaging equipment for use minimally invasive neurosurgery; a line of minimally
invasive cyrosurgery products with application in neurosurgery, urology, general
surgery and cardiology; and drug delivery ports and reservoirs.
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Nitinol Medical Technologies, Inc.
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Commenting on the acquisition, Thomas M. Tully, President and CEO of Nitinol
Medical Technologies, said, "The acquisition of ENI advances Nitinol Medical to
the next level of medical device companies, and expands our offering of
minimally invasive products. ENI represents a profitable, growing, fully
integrated global business platform upon which to further build. With 38 direct
sales and marketing employees around the world, and a high-quality product line,
we will have the most intensive focus on the neurosurgeon of any company.
Additionally, the important new technology platforms and manufacturing
capabilities we are acquiring will significantly broaden our product development
opportunities."
"We intend to operate the ENI business as a division of NMT focused on the
neurosurgeon while working to diversify some of the ENI technologies to other
specialities, either independently or through corporate partnerships. During
the transition, we will be working closely with Elekta AB to ensure a seamless
transition for our new customers and employees. David Chazanovitz, currently
President of our Septal Repair division, will be relocating to France as the
President of the new neurosurgery business unit."
Nitinol Medical Technologies, Inc. designs, develops, and markets innovative
medical devices that utilize advanced technologies and are delivered by
minimally invasive procedures. The Company's products are designed to offer
alternative approaches to existing complex treatments, thereby reducing patient
trauma, shortening procedure, hospitalization and recovery times, and lowering
overall treatment costs. The Company's patented medical devices include self-
expanding stents, vena cava filters and septal repair devices.
Elekta AB is a leading international supplier of advanced medical technology for
treatment of neurological disorders and radation of cancer.
To receive Nitinol's latest news release and other corporate documents via FAX
-- at no cost -- please dial 1-800-PRO-INFO. Enter Nitinol's ticker - NMTI
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties or other factors which
may cause actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed under
the heading "Certain Factors That May Affect Future Results" included in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997
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