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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Micro Therapeutics, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
59500W100
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(CUSIP Number)
Jose M. de Lasa, 100 Abbott Park Road
Abbott Park, Illinois 60064-3500; Phone 847 937 8905
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ _ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies should be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 59500W100
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1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abbott Laboratories
IRS Identification No. 36-0698440
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
---
(b) [ ]
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO (see Item 3 below)
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF (7) SOLE VOTING POWER
SHARES 962,628
BENEFICIALLY ------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH 0
REPORTING ------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
962,628
------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,628
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12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4% (see Item 5 below)
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14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2 of 6 pages
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The following information amends and supplements the Schedule 13D filed on
September 1, 1998 (the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of the common stock, par
value $0.001 per share (the "Common Stock"), of Micro Therapeutics, Inc., a
Delaware corporation (the "Issuer"), whose principal executive offices are
located at 2 Goodyear, Irvine, California 92618.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), and (f) The person filing this statement is Abbott
Laboratories ("Abbott"), an Illinois corporation. Abbott's principal business is
the discovery, development, manufacture, and sale of a broad and diversified
line of health care products and services. Abbott's principal office is located
at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500.
The names, citizenship, business addresses, present principal
occupation or employment and the name, and the principal business and address of
any corporation or other organization in which such employment is conducted of
the directors and executive officers of Abbott are as set forth in Exhibit 1
hereto and incorporated herein by this reference.
(d) and (e) Neither Abbott, nor to the best of its knowledge,
any person listed on Exhibit 1 has during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Abbott acquired 962,628 shares of Common Stock (the
"Shares") upon conversion of two five-year convertible subordinated notes: a
5% Convertible Subordinated Note, dated August 19, 1998; and a 5% Credit
Facility Note, dated November 9, 1998 (the "Credit Facility Note"). These two
notes evidenced two loans, each of $5,000,000, that Abbott made to the
Issuer. The two notes are described in greater detail in Item 6 of the
Schedule 13D. The source of funds for the two loans came from Abbott's
general assets.
Page 3 of 6 pages
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ITEM 4. PURPOSE OF THE ACQUISITION
Abbott acquired the Shares as an investment and in
connection with its distribution alliance with the Issuer.
Abbott intends to monitor its interests in the Issuer on an
ongoing basis and to take such measures as it deems appropriate from time to
time in furtherance of such interests. Abbott may from time to time acquire
additional shares of Common Stock, dispose of some or all of the shares of
Common Stock then beneficially owned by it, discuss the Issuer's business,
operations, or other affairs with the Issuer's management, board of
directors, shareholders or others or take such other actions as Abbott may
deem appropriate. Notwithstanding the foregoing, except as described in this
Item 4 and in Item 6, Abbott has no present plan or proposal which relate to
or would result in any of the matters referred to in Items (a) through (j) of
Item 4 of Schedule 13D of the Securities and Exchange Commission. Abbott
does, however, reserve the right to adopt such plans or proposals subject to
compliance with applicable regulatory requirements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Abbott is the beneficial owner of the Shares, representing
approximately 12.4% of the outstanding shares of the Common Stock. The
calculation of the foregoing percentage is based on the number of shares of
Common Stock shown as being outstanding on the Form 10-QSB Quarterly Report
filed by the Issuer with the Securities and Exchange Commission for the quarter
ended March 31, 1999.
(b) Abbott will have sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition of the Shares.
(c) Except as described herein, there have been no
transactions by Abbott or the persons whose names are listed on Exhibit 1 in
securities of the Issuer during the past sixty days.
Page 4 of 6 pages
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(d) No one other than Abbott is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from a sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The summaries of certain terms of the following agreements
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the agreements and reference is
made to the full text of such agreements which are filed as exhibits to this
Statement and are incorporated herein by reference.
Abbott and the Issuer have entered into (i) an Amendment to
Convertible Subordinated Note Agreement and Security Agreement, dated May 21,
1999 (the "Amendment") and (ii) a Termination of Credit Agreement and
Security Agreement, dated May 21, 1999 (the "Termination"). Abbott grants the
Issuer an option under which the Issuer may require Abbott to purchase up to
$3,000,000 shares of Common Stock at $12 per Share. The option is effective
for 90 days beginning in late July, 1999. The Amendment amends the
Convertible Subordinated Note Agreement and the Credit Agreement, both dated
August 12, 1998, by reducing the conversion price stated in the respective
agreements. It also grants the Issuer the right to convert the Credit
Facility Note at the reduced conversion price. The Termination terminates:
(i) the Credit Agreement; and (ii) the Security Agreement, dated August 12,
1998. The agreement is described in greater detail in Item 6 of the Schedule
13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Information Concerning Executive Officers
and Directors of Abbott Laboratories.
Exhibit 2 - Amendment to Convertible Subordinated
Note Agreement and Security Agreement,
dated as of May 21, 1999.
Exhibit 3 - Termination of Credit Agreement and
Security Agreement, dated as of May 21,
1999.
*********************************
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Abbott Laboratories
DATED: June 1, 1999 By: /s/ Gary P. Coughlan
------------------------------------------
Gary P. Coughlan, Senior Vice President,
Finance and Chief Financial Officer
Page 5 of 6 pages
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EXHIBIT INDEX
Exhibit Number Description
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1 Information Concerning Executive Officers and
Directors of Abbott Laboratories.
2 Amendment to Convertible Subordinated Note
Agreement and Security Agreement, dated as of
May 21, 1999.
3 Termination of Credit Agreement and Security
Agreement, dated as of May 21, 1999.
Page 6 of 6 pages
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Exhibit 1
Information Concerning Executive Officers and
Directors of Abbott Laboratories
The current corporate officers and directors of Abbott Laboratories are
listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100
Abbott Park Road, Abbott Park, Illinois 60064-3500. Abbott Laboratories does not
consider all of its corporate officers to be executive officers as defined by
the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise
indicated, all positions set forth below opposite an individual's name refer to
positions within Abbott Laboratories, and the business address listed for each
individual not principally employed by Abbott Laboratories is also the address
of the corporation or other organization which principally employs that
individual.
<TABLE>
<CAPTION>
POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C>
CORPORATE OFFICERS
Miles D. White(1) Chairman of the Board and Chief Executive Officer U.S.A.
Robert L. Parkinson Jr.(1) President, Chief Operating Officer and Director U.S.A.
Joy A. Amundson(1) Senior Vice President, Ross Products U.S.A.
Thomas D. Brown(1) Senior Vice President, Diagnostic Operations U.S.A.
Gary P. Coughlan(1) Senior Vice President, Finance and Chief Financial U.S.A.
Officer
Jose M. de Lasa(1) Senior Vice President, Secretary and General U.S.A.
Counsel
William G. Dempsey(1) Senior Vice President, Chemical and U.S.A.
Agricultural Products
Richard A. Gonzalez(1) Senior Vice President, Hospital Products U.S.A.
Arthur J. Higgins(1) Senior Vice President, Pharmaceutical Operations United Kingdom
<PAGE>
CORPORATE OFFICERS
CONTINUED
Thomas M. Wascoe(1) Senior Vice President, Human Resources U.S.A.
Josef Wendler(1) Senior Vice President, International Operations Germany
Catherine V. Babington Vice President, Investor Relations and Public U.S.A.
Affairs
Patrick J. Balthrop Vice President, Diagnostic Commercial U.S.A.
Operations
Mark E. Barmak Vice President, Litigation and Government U.S.A.
Affairs
Christopher B. Begley Vice President, Abbott Health Systems U.S.A.
Christopher A. Bleck Vice President, Pediatrics, Ross Products U.S.A.
Douglas C. Bryant Vice President, Diagnostic Operations, Asia U.S.A.
and Pacific
Gary R. Byers Vice President, Internal Audit U.S.A.
Thomas F. Chen Vice President, Pacific, Asia, and Africa U.S.A.
Operations
Kenneth W. Farmer Vice President, Management Information U.S.A.
Services and Administration
Edward J. Fiorentino Vice President, Pharmaceutical Products, U.S.A.
Marketing, and Sales
Gary L. Flynn(1) Vice President and Controller U.S.A.
Thomas C. Freyman Vice President and Controller, Hospital Products U.S.A.
Stephen R. Fussell Vice President, Compensation and Development U.S.A.
David B. Goffredo Vice President, European Operations U.S.A.
Robert B. Hance Vice President, Diagnostic Operations, Europe, Africa U.S.A.
and Middle East
Guillermo A. Herrera Vice President, Latin America and Canada Colombia
Operations
James J. Koziarz, Ph.D. Vice President, Diagnostic Products Research U.S.A.
and Development
John M. Leonard Vice President, Pharmaceutical Development U.S.A.
CORPORATE OFFICERS
CONTINUED
Greg Linder Vice President and Treasurer U.S.A.
John F. Lussen Vice President, Taxes U.S.A.
Edward L. Michael Vice President, Diagnostic Assays and Systems U.S.A.
Daniel W. Norbeck Vice President, Pharmaceutical Discovery U.S.A.
Edward A. Ogunro Vice President, Hospital Products Research and U.S.A.
Development
William H. Stadtlander Vice President, Ross Medical Nutritional Products U.S.A.
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Marcia A. Thomas Vice President, Quality Assurance and Regulatory U.S.A.
Affairs
Steven J. Weger Vice President, Corporate Planning and U.S.A.
Development
Susan M. Widner Vice President, Diagnostic Operations, U.S. and Canada U.S.A.
Lance B. Wyatt Vice President, Corporate Engineering U.S.A.
</TABLE>
(1) Pursuant to Item 401(b) of Regulation S-K Abbott has identified these
persons as "executive officers" within the meaning of Item 401(b).
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<TABLE>
<CAPTION>
NAME POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT
AND BUSINESS ADDRESS CITIZENSHIP
<S> <C> <C>
DIRECTORS
H. Laurance Fuller Co-Chairman, U.S.A.
BP Amoco, p.l.c.
200 East Randolph Drive
Mail Code 3000
Chicago, Illinois 60601
David A. Jones Chairman of the Board U.S.A.
Humana Inc.
500 W. Main Street
Humana Building
Louisville, Kentucky 40202
Jeffrey M. Leiden Professor of Medicine and Pathology U.S.A.
University of Chicago Medical School
5841 South Maryland Avenue
Chicago, Illinois 60637
The Rt. Hon. the Lord Physician, Politician, and Businessman United Kingdom
Owen CH House of Lords
Westminster, London
SW1A 0PW, England
Robert L. Parkinson Officer of Abbott U.S.A.
Boone Powell, Jr. President and Chief Executive Officer U.S.A.
Baylor Health Care System and
Baylor University Medical Center,
Vice President, Baylor University
3500 Gaston Avenue
Dallas, Texas 75246
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DIRECTORS - CONTINUED
Addison Barry Rand Former Executive Vice President U.S.A.
Xerox Corporation
800 Long Ridge Road
Stamford, Connecticut 06904-1600
Dr. W. Ann Reynolds President U.S.A.
The University of Alabama at Birmingham
701 S. 20th Street
Birmingham, Alabama 35294-0110
Roy S. Roberts Vice President and Group Executive U.S.A.
North American Vehicle Sales, Service and Marketing
General Motors Corporation
100 Renaissance Center
Mail Code 482-A30-D10
Detroit, Michigan 48243
William D. Smithburg Retired Chairman, President and Chief
Executive Officer U.S.A.
The Quaker Oats Company
676 N. Michigan Avenue
Suite 3860
Chicago, Illinois 60611
John R. Walter Retired Chairman, President and Chief Executive Officer U.S.A.
AT & T Corporation
401 North Ahwahnee Road
Lake Forest, Illinois 60045
William L. Weiss Chairman Emeritus, Ameritech Corporation U.S.A.
One First National Plaza
Suite 2530C
Chicago, Illinois 60603-2006
Miles D. White Officer of Abbott U.S.A.
</TABLE>
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EXHIBIT 2
AMENDMENT TO
CONVERTIBLE SUBORDINATED NOTE AGREEMENT
AND
CREDIT AGREEMENT
This Amendment To Convertible Subordinated Note Agreement and Credit
Agreement, each dated August 12, 1998, by and between Abbott Laboratories, an
Illinois corporation ("Abbott"), and Micro Therapeutics, Inc., a Delaware
corporation ("MTI"), is dated this 21st day of May 1999.
RECITALS
A. MTI and Abbott entered into that certain Convertible Subordinated Note
Agreement, dated August 12, 1998, in which (i) MTI executed a 5% Convertible
Subordinated Note, due August 19, 2003 in the principal amount of $5 million,
convertible into shares of the Common Stock of MTI at $13.00 per share (the
"First Note"), and (ii) Abbott and MTI entered into that certain Credit
Agreement dated August 12, 1998, in which Abbott agreed to loan, and has since
loaned, $5 million to MTI pursuant to a 5% Convertible Credit Facility Note
dated November 9, 1998, convertible into shares of the Common Stock of MTI at
$15.00 per share (the "Second Note" and with the First Note, the "Notes").
B. Abbott and MTI wish to reduce the conversion price of each of the
Notes and Abbott shall then convert the First Note and shall permit MTI to cause
the conversion of the Second Note, all into shares of Common Stock of MTI
concurrently with this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. AMENDMENT TO CONVERSION PRICES. The Conversion Price described in
Section 3.1 of the Credit Agreement is hereby reduced to (i) $8.640625 per share
of MTI's Common Stock for $4,000,000 principal amount, and (ii) $12.00 per share
of MTI's Common Stock for $1,000,000 principal amount (the "Adjusted Price").
The Conversion Price described in Section 11 of the Convertible Subordinated
Note Agreement is hereby reduced to $12.00 per share of MTI's Common Stock. The
total number of shares to be acquired upon conversion of the amount represented
by the Notes shall be 962,628 shares.
2. AMENDMENT TO MTI RIGHT TO CONVERT SECOND NOTE. Section 3.1(b) of he
Credit Agreement is hereby amended to provide that, concurrently with this
Amendment and notwithstanding any provision to the contrary, MTI may convert the
Second Note at the Adjusted Price.
3. CONDITION. As a condition to the completion of this Amendment to
Convertible Subordinated Note Agreement and Credit Agreement, MTI and Abbott
shall execute and deliver that certain Termination of Credit Agreement and
Security Agreement dated the date hereof.
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4. FORCE AND EFFECT. Except as amended herein, the Notes shall remain
in full force and effect.
5. EXECUTION IN COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single instrument.
IN WITNESS WHEREOF, MTI and Abbott have caused this Amendment to be executed by
duly authorized officers of such corporations.
ABBOTT LABORATORIES,
an Illinois corporation
By:
---------------------------------
Its:
--------------------------------
MICRO THERAPEUTICS, INC.,
a Delaware corporation
By:
---------------------------------
Its:
---------------------------------
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EXHIBIT 3
TERMINATION OF
CREDIT AGREEMENT
AND
SECURITY AGREEMENT
This Termination of Credit Agreement and Security Agreement, each dated
August 12, 1998 by and between Abbott Laboratories, an Illinois corporation
("Abbott"), and Micro Therapeutics, Inc., a Delaware corporation ("MTI"), is
dated this 21st day of May 1999.
RECITALS
A. MTI and Abbott entered into that certain Convertible Subordinated Note
Agreement, dated August 12, 1998, in which (i) MTI executed a 5% Convertible
Subordinated Note, due August 19, 2003 in the principal amount of $5 million,
convertible into shares of the Common Stock of MTI (the "First Note"), and
(ii) Abbott and MTI entered into that certain Credit Agreement, dated August 12,
1998 (the "Credit Agreement"), in which Abbott agreed to loan, and has since
loaned, $5 million to MTI pursuant to a 5% Convertible Credit Facility Note
dated November 9, 1998, convertible into shares of the Common Stock of MTI (the
"Second Note" and with the First Note, the "Notes").
B. In connection with the execution and delivery of the First Note and to
secure the obligations of MTI to Abbott pursuant to the Credit Agreement, MTI
and Abbott executed a Security Agreement, dated August 12, 1998 (the "Security
Agreement").
C. Abbott and MTI have agreed to cause the conversion of the Notes and
wish to terminate the Credit Agreement and the Security Agreement concurrent
with such conversion.
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION OF CREDIT AGREEMENT AND SECURITY AGREEMENT. The Credit
Agreement and the Security Agreement shall hereby terminate and be of no force
or effect upon the conversion of the Notes including the receipt by Abbott of
the number of shares of Common Stock of MTI to which Abbott is entitled pursuant
to the Notes (the "Conversion Certificates").
2. EXECUTION AND FILING OF TERMINATION STATEMENT. Upon receipt of the
Conversion Certificates, Abbott shall execute and deliver to MTI for filing a
Termination Statement on Form UCC-2 for the purpose of terminating the filed
Financing Statement evidencing Abbott's security interest in certain assets of
MTI pursuant to the Credit
<PAGE>
Agreement.
3. CONVERSION. Abbott shall convert the First Note pursuant to a
delivery of a Notice of Conversion, a further copy of which is attached hereto,
and MTI shall convert the Second Note, pursuant to a Notice of Conversion, a
further copy of which is attached hereto.
4. MTI REPRESENTATION AND COVENANT. MTI represents, warrants and
covenants to Abbott that (i) the transactions contemplated by the letter dated
April 30, 1999 (the "Letter"), from Sean E. Murphy, Divisional Vice President,
Hospital Products Division of Abbott, addressed to Harold A. Hurwitz, Chief
Financial Officer of MTI, have been approved by the Board of Directors of MTI,
and (ii) in consideration of the conversion of the Notes, MTI will not cause
Abbott to purchase additional shares of MTI Common Stock contemplated by the
Letter (the "MTI Put") to the extent that the exercise of the MTI Put will cause
Abbott to become the record holder of more than 14.9% of the outstanding voting
stock of MTI, unless the purchase of such shares have been approved by the Board
of Directors of MTI prior to the date of such MTI Put for the purpose of
Section 203 of the Delaware General Corporation Law, such that at the date of
the MTI Put, neither Abbott nor any of Abbott's affiliates will be subject to
the restrictions set forth in said Section 203 with respect to MTI. A certified
copy of the resolution or consent evidencing the approval called for above will
be provided to Abbott prior to MTI exercising the MTI Put, causing Abbott to
become the record holder of more than 14.9% of the outstanding voting stock of
MTI.
5. EXECUTION IN COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single instrument.
IN WITNESS WHEREOF, MTI and Abbott have caused this Termination to be executed
by duly authorized officers of such corporations.
ABBOTT LABORATORIES,
an Illinois corporation
By:
---------------------------------
Its:
---------------------------------
MICRO THERAPEUTICS, INC.,
a Delaware corporation
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By:
---------------------------------
Its:
---------------------------------
