<PAGE>
UNITED STATES 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 EXCHANGE ACT OF 1934
Date of Report: February 10, 1999
(Date of earliest event reported: February 5, 1999)
Commission File Number: 0-22419
CARDIMA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3177883
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(State of incorporation or organization) (IRS Employer I.D. No.)
47266 Benicia Street, Fremont, CA 94538-7330
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(Address of principal executive offices)
(510)354-0300
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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In a letter dated November 16, 1998, the Nasdaq Stock Market ("Nasdaq")
informed Cardima, Inc. (the "Company") that based on financial information
contained in the Company's Form 10-Q for the quarter ended September 30, 1998,
the Company was no longer in compliance with the net tangible asset requirement
of $4,000,000 for continued listing under NASD Rule 4450(a), Maintenance
Standard 1 for Nasdaq National Market securities. In a subsequent letter dated
December 4, 1998, Nasdaq informed the Company that its Common Stock would be
delisted from Nasdaq effective on the close of business December 10, 1998. In
response to this letter, the Company requested an oral hearing which had the
effect of staying the delisting until the time of the hearing. The hearing has
been scheduled for February 18, 1999.
On January 21, 1999, the Company issued and sold 5,803,500 shares of its
Common Stock for a purchase price of $2.00 per share to certain accredited
investors in a private placement (the "First Closing"). The First Closing was
previously reported on a Form 8-K filed on February 2, 1999. On February 5,
1999, the Company issued and sold an additional 1,696,500 shares of its Common
Stock to certain accredited investors on the same terms as the First Closing
(the "Second Closing"). The First Closing and the Second Closing are
hereinafter referred to as the "Private Placement."
In connection with the Private Placement and the Company's request to
declare the February 18, 1999 hearing moot, Nasdaq has requested that the
Company file a Form 8-K with a pro forma balance sheet reflecting the net
proceeds received by the Company in the Private Placement. Accordingly, the pro
forma balance sheet is attached as an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
(99.1) Press Release dated February 5, 1999
(99.2) Pro Forma Balance Sheet
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
CARDIMA, INC.
By: /s/ Phillip Radlick, Ph.D.
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Phillip Radlick, Ph.D.
President and Chief Executive Officer
Date: February 9, 1999
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EXHIBIT 99.1
Friday February 5, 6:14 pm Eastern Time
Company Press Release
Cardima Completes $15 Million Private
Placement
FREMONT, Calif.--(BW HealthWire)--Feb. 5, 1999--Cardima, Inc. (NASDAQ:CRDM -
news) announced it completed the second tranche of a private placement which
resulted in aggregate gross proceeds to the Company of $15 Million. In this
second closing, the Company issued 1,696,500 shares of common stock to certain
accredited investors at a purchase price of $2.00 per share. The Company had
previously completed the first tranche of this private placement on January 21,
1999.
Cardima, Inc. designs, develops, manufactures and markets minimally invasive,
single-use microcatheter-based systems for the dual purpose of finding and
treating the two most common forms of cardiac arrhythmias: atrial fibrillation,
a condition of the heart characterized by the irregular and very rapid beating
of the heart's atrial chambers, and ventricular tachycardia, a life-threatening
condition in which heartbeats are improperly initiated from within the
ventricular walls, bypassing the heart's normal conduction system. Cardima is
the only company developing unique microcatheter systems to be used in both
diagnosing and treating AF and VT. For further information about atrial
fibrillation and ventricular tachycardia, contact Cardima's website at
www.cardima.com.
Contact:
Cardima, Inc.
Ronald E. Bourquin, 510/354-0162
(Vice President and Chief Financial Officer)
www.cardima.com
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EXHIBIT 99.2
CARDIMA, INC.
PROFORMA BALANCE SHEETS**
(In thousands except share amounts)
<TABLE>
<CAPTION>
DECEMBER 31,
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ASSETS 1998 1997
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<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 15,094 $ 8,578
Short-term investments - 4,270
Accounts receivable, net of allowances for doubtful accounts
of $ 41 at Dec. 30, 1998 and $ 40 at Dec. 31, 1997 512 268
Inventories 1,977 532
Other current assets 366 261
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Total current assets 17,949 13,909
Property and equipment, net 2,998 2,488
Restricted cash 105 192
Other assets 680 1,085
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Total assets $ 21,732 $ 17,674
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Liabilities and stockholders' equity (net capital deficiency)
Current liabilities:
Accounts payable $ 2,286 $ 898
Accrued compensation 1,032 753
Other current liabilities 76 55
Notes payable - 7
Capital lease obligation - current portion 903 587
Line of credit obligation - current portion 817 -
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5,114 2,300
Deferred rent 42 90
Capital lease obligation - noncurrent portion 1,120 840
Line of Credit obligation - noncurrent portion 2,183 -
Stockholders' equity
Common stock, $0.001 par value; 25,000,000 shares
authorized, 16,205,128 shares issued and outstanding
at Dec. 31, 1998, 8,103,874 at December 31, 1997; at amount paid in 60,359 45,597
Deferred compensation (478) (731)
Accumulated deficit (46,608) (30,422)
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Total stockholders' equity (net capital deficiency) 13,273 14,444
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$ 21,732 $ 17,674
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</TABLE>
** Reflects receipt of $14,449 proceeds from private placement of January
and February 1999.
