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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 26, 1999
MICRO THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-06253 33-0569235
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
2 Goodyear, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 837-3700
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 4
Exhibit Index on Page 3
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ITEM 5. OTHER EVENTS
On May 27, 1999, Micro Therapeutics, Inc., a Delaware corporation (the
"Company"), announced that its Board of Directors has adopted a Stockholder
Rights Plan (the "Plan"). A copy of the Rights Agreement dated June 3, 1999,
between the Company and U.S. Stock Transfer Corporation (which includes as
Exhibit A thereto, a form of the Certificate of Designation of the Preferred
Stock, as Exhibit B thereto the Form of Right Certificate, and as Exhibit C
thereto a Summary of Stockholder Rights Plan) was filed as Exhibit 1 to the
Company's Form 8-A, which was filed with the Securities and Exchange Commission
on June 3, 1999. Each of the Company's stockholders of record as of June 4,
1999, are entitled to receive one right under the Plan for each share of the
Company's common stock held by them on that date.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated May 27, 1999
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 thereunto duly authorized.
MICRO THERAPEUTICS, INC.
Date: June 4, 1999 By: /s/ Harold A. Hurwitz
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Harold A. Hurwitz, Chief Financial Officer
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EXHIBIT INDEX
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SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.1 Press Release dated May 27, 1999 4
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Exhibit 99.1
Micro Therapeutics Adopts Stockholder Rights Plan
IRVINE, Calif.--(BUSINESS WIRE)--May 27, 1999--Micro Therapeutics, Inc.
(Nasdaq:MTIX - news) today announced its board of directors has authorized the
adoption of a Stockholder Rights Plan designed to enhance the ability of all of
the company's stockholders to realize the long-term value of its investment.
George Wallace, president and chief executive officer of MTI, said, "The purpose
of the Plan is to protect the interests of our stockholders by encouraging
potential buyers to negotiate directly with the board and by providing the board
with the leverage to maximize stockholder value." Wallace also said the adoption
of the Stockholder Rights Plan is not in response to any known effort to acquire
control of the company.
Subject to finalization, the Stockholder Rights Plan will provide each
stockholder of record one Right for each ordinary common share of the company.
Initially, the Rights will be represented by the company's ordinary common share
certificates, will not be traded separately from ordinary common shares and will
not be exercisable.
The Rights will become exercisable only if a person acquires or announces a
tender offer that would result in ownership of 20% or more of the company's
ordinary common shares, at which time each Right would enable the holder to buy
shares of the company's common stock at a discount to the then market price. The
company may redeem the Rights for $0.01 per Right, subject to adjustment, at any
time before the acquisition by a person or group of 20% or more of the company's
shares. The Rights will have a ten-year term.
Micro Therapeutics, founded in 1993 and based in Irvine, California, develops,
manufactures and markets minimally invasive medical devices for the diagnosis
and treatment of vascular disease.
Certain statements in this release are forward looking and may involve risk and
uncertainties, including, but not limited to, current product development,
demand and market acceptance risks, the impact of competitive products and
pricing, regulatory approval and future product development. More information on
factors which could affect Micro Therapeutic, Inc.'s financial results is
included in the company's prospectus dated February 18, 1997, as well as in its
Forms 10-QSB and 10-KSB, filed with the Securities and Exchange Commission.
Contact:
Micro Therapeutics, Inc., Irvine
Harold A. Hurwitz, 949/837-3700
or
Pondel/Wilkinson Group, Los Angeles
Robert M. Whetstone, 310/207-9300
