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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): April 5, 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 juris- (Commission (IRS Employer
diction 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 2. Acquisition or Disposition of Assets.
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On April 5, 2000, NMT Medical, Inc., a Delaware corporation (the
"Company"), completed the sale of the Selector(R) Ultrasonic Aspirator
("Selector"), Ruggles(TM) Surgical Instruments ("Ruggles") and cryosurgery
("Cryosurgery") product lines, including certain assets and liabilities, to
Integra LifeSciences Holdings Corporation, a Delaware corporation ("Integra"),
for an aggregate purchase price of approximately $12 million in cash, pursuant
to a Purchase Agreement and an Asset Purchase Agreement, each dated as of March
20, 2000 (together, the "Agreements"), by and among the Company, certain wholly
owned subsidiaries of the Company and certain wholly owned subsidiaries of
Integra as named therein (the "Sale"). In connection with the Agreements, the
Company entered into a Transition Services Agreement, dated as of April 5, 2000,
along with certain of its wholly owned subsidiaries and certain wholly owned
subsidiaries of Integra as named therein. Prior to the execution of the
Agreements, neither the Company nor any of its affiliates, nor any director or
officer of the Company or any associate of any such director or officer, had any
material relationship with Integra.
The Company issued a press release announcing the closing of the Sale on
April 5, 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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(b) Pro Forma Financial Information: The Company reflected the Sale in its
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audited consolidated financial statements as of December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999 which were
filed as Appendix A to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999. These consolidated financial statements are filed
as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein
by reference.
(c) Exhibits:
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Exhibit No. Description
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2.1* Purchase Agreement, dated as of March 20, 2000, by and among NMT
Medical, Inc., NMT NeuroSciences (US), Inc., NMT Neurosciences
Holdings (UK) Ltd., NMT Neurosciences (UK) Ltd., Spembly Medical
Ltd., Spembly Cryosurgery Ltd., Swedemed AB, Integra
Neurosciences Holdings (UK) Ltd. and Integra Selector
Corporation.
2.2* Asset Purchase Agreement, dated as of March 20, 2000, by and
among NMT Medical, Inc., NMT NeuroSciences (US), Inc. and Integra
Selector Corporation.
99.1 Press Release, dated April 5, 2000, announcing the closing of 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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99.2+ Audited consolidated financial statements of NMT Medical, Inc. as
of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 reflecting the sale of
Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical
Instruments and cryosurgery product lines.
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* Incorporated by reference to Exhibits to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
+ Incorporated by reference to Appendix A of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
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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: April 19, 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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2.1* Purchase Agreement, dated as of March 20, 2000, by and among NMT
Medical, Inc., NMT NeuroSciences (US), Inc., NMT Neurosciences
Holdings (UK) Ltd., NMT Neurosciences (UK) Ltd., Spembly Medical
Ltd., Spembly Cryosurgery Ltd., Swedemed AB, Integra
Neurosciences Holdings (UK) Ltd. and Integra Selector
Corporation.
2.2* Asset Purchase Agreement, dated as of March 20, 2000, by and
among NMT Medical, Inc., NMT NeuroSciences (US), Inc. and Integra
Selector Corporation.
99.1 Press Release, dated April 5, 2000, announcing the closing of the
sale of the Selector(R) Ultrasonic Aspirator, Ruggles(TM)
Surgical Instruments and cryosurgery product lines by the Company
to Integra LifeSciences Holding Corporation.
99.2+ Audited consolidated financial statements of NMT Medical, Inc. as
of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 reflecting the sale of
Selector(R) Ultrasonic Aspirator, Ruggles(TM) Surgical
Instruments and cryosurgery product lines.
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* Incorporated by reference to Exhibits to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
+ Incorporated by reference to Appendix A of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
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Exhibit 99.1
NEWS BULLETIN RE:
FROM: NMT MEDICAL
THE FINANCIAL RELATIONS BOARDS 27 WORMWOOD STREET
BSMG WORLDWIDE BOSTON, MA 02210-1625
(NASDAQ/NMS:NMTI)
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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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April 5, 2000
NMT MEDICAL, INC. ANNOUNCES CLOSING OF PARTIAL SALE OF ITS NEUROSCIENCES
PRODUCTS TO INTEGRA LIFESCIENCES HOLDING CORPORATION
BOSTON, MA, APRIL 5, 2000 -- NMT Medical, Inc. (Nasdaq/NMS: NMTI) today
announced that it has closed on the previously announced 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. The proceeds will be used for debt reduction of
$5.9 million with the remainder for general working capital requirements.
Commenting on the news, Thomas M. Tully, President and Chief Executive Officer
of NMT Medical, said, "With the closing of this transaction we can focus more of
our management and financial resources on the higher growth and profit potential
of our cardiovascular businesses. The Simon Nitinol Vena Filter and the
CardioSEAL(R) Septal Occluder both achieved record revenue levels during the
first quarter. More than 45 interventional cardiology centers have received
Institutional Review Board (IRB) approval for implantation of the CardioSEAL
based on our three FDA approvals under Humanitarian Use Designation regulations.
More than 90 other centers are in the process of gaining IRB approval."
Mr. Tully continued, "NMT Neurosciences will now focus away from capital
equipment sales and onto the sales of its remaining implantable products and
disposables, while reducing overall expenses. These products represented
approximately $20 million of sales in 1999."
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NMT Medical Inc.
Announces Closing of Partial Sale of its Neurosciences Business
to Integra Holding Corporation
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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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