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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2000
NMT Medical, Inc.
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(Exact name of registrant as specified in charter)
Delaware 000-21001 95-4090463
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27 Wormwood Street, Boston, Massachusetts 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 737-0930
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 20, 2000, NMT Medical, Inc., a Delaware corporation (the "Company"),
entered into definitive agreements with Integra LifeSciences Holdings
Corporation, a Delaware corporation ("Integra"), for the sale of the Selector(R)
Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery product
lines to Integra for an aggregate purchase price of $12 million in cash. The
Company issued a press release announcing the execution of these agreements on
March 21, 2000. The full text of the Company's press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit No. Description
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99.1 Press Release, dated March 21, 2000, announcing the execution of
definitive agreements for the sale of the Selector(R) Ultrasonic
Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery
product lines by the Company to Integra LifeSciences Holding
Corporation.
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SIGNATURE
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: March 22, 2000 NMT Medical, Inc.
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(Registrant)
By: /s/ William J. Knight
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Name: William J. Knight
Title: Vice President-Finance and
Administration, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated March 21, 2000, announcing the execution of
definitive agreements for the sale of the Selector(R) Ultrasonic
Aspirator, Ruggles(TM) Surgical Instruments and cryosurgery
product lines by the Company to Integra LifeSciences Holding
Corporation.
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EXHIBIT 99.1
NEWS BULLETIN RE: NMT MEDICAL
FROM: 27 Wormwood Street
Boston, MA 02210-1625
The Financial Relations Board (Nasdaq/NMS:NMTI)
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B S M G W O R L D W I D E
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FOR FURTHER INFORMATION:
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
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Thomas M. Tully General Info: Paula Schwartz
President & CEO Analyst Info: Brian Gill
(617) 737-0930 Media Info: Deanne Eagle
(212) 661-8030
FOR IMMEDIATE RELEASE
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March 21, 2000
NMT MEDICAL, INC. ANNOUNCES PARTIAL SALE OF ITS NEUROSCIENCES
BUSINESS TO INTEGRA LIFESCIENCES HOLDING CORPORATION
Company to Focus on Higher Growth, High Margin Cardiovascular Businesses
BOSTON, MA, MARCH 21, 2000 -- NMT Medical, Inc. (Nasdaq/NMS: NMTI) today
announced that it has entered into a definitive agreement to sell the
Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical Instruments and
cryosurgery product lines of its NMT Neurosciences division, including certain
assets and liabilities, to Integra LifeSciences Holdings Corporation (Nasdaq:
IART) for $12 million in cash. NMT Medical will use the proceeds of the
transaction for debt reduction and for general working capital requirements.
Commenting on today's news, Thomas M. Tully, President and Chief Executive
Officer of NMT Medical, said, "We are very pleased with this transaction, which
allows us to focus more of our management and financial resources on the higher
growth and profit potential of our core cardiovascular businesses, particularly
the CardioSEAL(R) Septal Occluder - a unique cardiac implant designed to close
holes in the heart. The three U.S. Food and Drug Administration (FDA) approvals
we received for the CardioSEAL under Humanitarian Use Designation regulations
last fall and earlier this year represent a major opportunity for NMT Medical.
The response of interventional cardiologists to this innovative new procedure
has been very encouraging with more than 40 interventional cardiology centers
already approved for the use of the device and 85 more in various stages of
gaining Institutional Review Board (IRB) approval. In the meantime, we are
continuing to expand our direct sales force in the U.S. to meet the demand for
product training and service. We are also preparing for the international
market introduction of our unique Recovery(TM) removable vena cava filter with
our distribution partner, CR Bard. This innovative new device is the first-ever
implantable vena cava filter that can be removed with a simple catheter removal
procedure early after implant -- or, if desired, can be left in permanently."
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NMT Medical, Inc.
Announces Partial Sale of its Neurosciences
Business to Integra Holding Corporation
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Mr. Tully continued, "As a result of this transaction, NMT Neurosciences should
benefit from a sharper focus away from capital equipment and onto the sales of
its remaining implantable products and disposables, while reducing overall
expenses. We believe that our cerebral spinal fluid (CSF) pressure management
product line, including the advanced Orbis Sigma II hydrocephalus shunt, is
unsurpassed in the industry. Our direct sales organization in the U.S. and
Europe will now be able to devote more sales time to these products to further
build the franchise."
COMPANY TO REPORT FULL YEAR 1999 RESULTS ON OR ABOUT APRIL 14, 2000
Management noted that because the sale will be accounted for in NMT Medical's
fourth quarter 1999 results, the Company will file for an extension and expects
to submit its Form 10K for the year ended December 31, 1999 with the Securities
and Exchange Commission on or about April 14, 2000. This extension will give
the Company the time to obtain all of the information necessary to properly
account for the transaction.
Integra LifeSciences Holdings Corporation develops, manufactures and markets
medical devices, implants and biomaterials primarily used in the treatment of
spinal and cranial disorders, soft-tissue repair and orthopedics. Its corporate
headquarters are located in Plainsboro, New Jersey with facilities in San Diego,
California, Exton, Pennsylvania, Andover, England and Anasco, Puerto Rico.
NMT Medical 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 medical devices include self-expanding stents, vena cava
filters and septal repair devices. The NMT Neurosciences division serves the
needs of neurosurgeons with a range of implantable and disposable products,
including cerebral spinal fluid shunts, external drainage products, and the
Spetzler(TM) Titanium Aneurysm Clip.
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, 1998 and subsequent filings with the Securities and Exchange
Commission.
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corporate documents via FAX -- at no cost -- please dial
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Or visit NMT's website at www.nmtmedical.com
