SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
MICRO THERAPEUTICS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
59500W 10 0
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(CUSIP Number)
Keith E. Brauer
Guidant Corporation
111 Monument Circle, 29th Floor
Indianapolis, Indiana 46204
(317) 971-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
WITH A COPY TO:
Katharine A. Martin
Pillsbury Madison & Sutro LLP
2550 Hanover Street
Palo Alto, CA 94304-1115
(650) 233-4500
November 17, 1997
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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 are to 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 on 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).
Page 1 of 8 Pages
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CUSIP No. 59500W 10 0
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1 NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY) Guidant Corporation 35-1931722
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
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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 Indiana, U.S.A.
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7 SOLE VOTING POWER 487,804
NUMBER OF
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER Not Applicable
OWNED BY EACH
REPORTING ---------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 487,804
---------------------------------------------------
10 SHARED DISPOSITIVE POWER Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 487,804
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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) 6.99%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 8 Pages
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, par value $0.001 per share (the "Common Stock"), of Micro
Therapeutics, Inc., a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 1062 Calle Negocio #F, San Clemente,
CA 92673.
Item 2. Identity and Background.
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(a) This statement is filed by Guidant Corporation, an Indiana
corporation ("Guidant"). The principal business of Guidant is the design,
development, manufacture and marketing of medical devices.
(b) Address: 111 Monument Circle, 29th Floor, Indianapolis, Indiana
46204.
(c) Set forth in Schedule I to this Schedule 13D are the name and
present principal occupation or employment of each of Guidant's executive
officers and directors.
(d) During the last five years, neither Guidant, nor, to Guidant's
knowledge, any of the persons with respect to whom information is given in
response to this Item 2 has been convicted in a criminal proceeding.
(e) During the last five years, neither Guidant nor, to Guidant's
knowledge, any of the other persons with respect to whom information is given in
response to this Item 2 has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
(f) To Guidant's knowledge, all directors and executive officers of
Guidant named in Schedule I to this Schedule 13D are citizens of the United
States, except for Ruedi E. Wagner, who is a citizen of Switzerland.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to the Convertible Subordinated Note Agreement, dated November
17, 1997, by and between the Issuer and Guidant (the "Convertible Note
Agreement"), the Issuer issued and delivered to Guidant, and Guidant purchased,
in a private placement Issuer's 5% Convertible Subordinated Note, due October
31, 2002 (the "Convertible Note"), in the principal amount of Five Million
Dollars ($5,000,000). Guidant paid the Five Million Dollar ($5,000,000) purchase
price for the Convertible Note using working capital available to it. The
principal amount of the Convertible Note, in whole or in part, may be converted
at any time into shares of Common Stock at a per share conversion price of
$10.25. Such conversion price is subject to adjustment as set forth in the
Convertible Note Agreement.
In addition, under the Convertible Note Agreement, Guidant agreed to
purchase up to Three Million Dollars ($3,000,000) worth of Common Stock at the
option of the Issuer, contingent upon certain milestones being reached under the
Convertible Note Agreement (the "Purchase Option"). Guidant also agreed to loan
to the Issuer an amount not to exceed an aggregate of Two Million
Page 3 of 8 Pages
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Dollars ($2,000,000), contingent upon certain milestones being reached under the
Convertible Note Agreement (the "Credit Agreement"). Upon the achievement of one
of the milestones, Guidant agreed to provide the Issuer up to Two Million Five
Hundred Thousand Dollars ($2,500,000) at the option of the Issuer, in any
combination of (i) Common Stock purchases pursuant to the Purchase Option,
and/or (ii) lendings pursuant to the Credit Agreement.
Pursuant to Guidant's right to convert the Convertible Note into
487,804 shares of Common Stock effective on November 17, 1997, such shares are
now deemed to be "beneficially owned" pursuant to Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), bringing
Guidant's beneficial ownership of the Common Stock to more than five percent
(5%).
Item 4. Purpose of Transaction.
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As disclosed in Item 3 above, Guidant purchased the Convertible Note,
pursuant to the terms and conditions of the Convertible Note Agreement. The
Convertible Note was acquired by Guidant solely for investment purposes. Except
for the potential purchases pursuant to the Purchase Option disclosed above,
Guidant has no present plans or proposals with respect to the Issuer that relate
to or could result in the occurrence of any of the following events:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a)-(b) As a result of Guidant's purchase of the Convertible Note,
Guidant beneficially owns 487,804 shares of Common Stock on the date hereof, or
approximately 6.99% of the 6,977,395 shares of Common Stock that would be issued
and outstanding as of November 17, 1997, assuming the conversion of the
Convertible Note into shares of Common Stock as of such date. Guidant may be
deemed to have the sole power to vote (and to direct the vote of) and to dispose
of (and direct the disposition of) the 487,804 shares of Common Stock owned of
record by it (assuming the conversion of the Convertible Note into shares of
Common Stock).
Page 4 of 8 Pages
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To Guidant's knowledge, no shares of Common Stock are beneficially
owned by any of the persons named in Schedule I, except for such beneficial
ownership, if any, arising solely from the purchase of the Convertible Note.
(c) Neither Guidant, nor, to Guidant's knowledge, any person named in
Schedule I, has effected any transaction in the Common Stock during the past
sixty (60) days, except as disclosed herein.
(d) Except for Guidant, no other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Except as described in Item 4, Guidant has no contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any security of the Issuer, including, but not limited to, transfer or voting
of any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Materials To Be Filed as Exhibits.
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None.
Page 5 of 8 Pages
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SIGNATURE
---------
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.
Dated: November 25, 1997
GUIDANT CORPORATION
By /s/ Keith E. Brauer
-------------------------------------
Keith E. Brauer
Vice President, Finance and Chief
Financial Officer
(Principal Financial Officer)
Page 6 of 8 Pages
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<TABLE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF GUIDANT
<CAPTION>
PRINCIPAL OCCUPATION
OR EMPLOYMENT
NAME TITLE (IF DIFFERENT FROM TITLE)
<S> <C> <C>
James M. Cornelius Chairman of the Board and Director
(Principal Executive Officer)
Ronald W. Dollens President, Chief Executive Officer
and Director (Principal Executive
Officer)
J.B. King Vice President, General Counsel and
Secretary
James R. Baumgardt President, Western Hemisphere Sales
Keith E. Brauer Vice President, Finance and Chief
Financial Officer (Principal
Financial Officer)
A. Jay Graf President, Cardiac Rhythm Management
Group
Ginger L. Howard President, Vascular Intervention
Group
Cynthia L. Lucchese Treasurer
Roger Marchetti Corporate Controller and Chief
Accounting Officer (Principal
Accounting Officer)
Richard M. van Oostrom President of Operations, Europe,
Middle East, and Africa
F. Thomas (Jay) Watkins, III President, Minimally Invasive
Systems Group
Joseph A. Yahner Vice President, Human Resources and
Corporate Affairs
Maurice A. Cox, Jr. Director President, Chief Executive
Officer, The Ohio
Partners, LLC
Page 7 of 8 Pages
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PRINCIPAL OCCUPATION
OR EMPLOYMENT
NAME TITLE (IF DIFFERENT FROM TITLE)
Enrique C. Falla Director Senior Consultant and
Director, The Dow
Chemical Company
Susan B. King Director Leader in Residence and
Chair of the Board of
Advisors, Hart Leadership
Program, Duke University
J. Kevin Moore Director Vice President, Carolinas
Medical Center
Mark Novitch, M.D. Director Professor of Health Care
Sciences, George
Washington University
Medical Center
Eugene L. Step Director Retired Director, Executive
Vice President and
President of the
Pharmaceutical Division,
Eli Lilly and Company
Ruedi E. Wager, Ph.D. Director President, Chief Executive
Officer, ZLB Central
Laboratory Blood
Transfusion Service SRC
</TABLE>
Page 8 of 8 Pages
