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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 21, 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 (Commission (IRS Employer
jurisdiction File Number) Identification No)
of incorporation)
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
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 9
Exhibit Index on Page 3
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ITEM 5. OTHER EVENTS
On August 12, 1998, Micro Therapeutics, Inc. (the "Company") and Abbott
Laboratories, an Illinois corporation ("Abbott"), (i) entered into a Convertible
Subordinated Note Agreement (the "Note Agreement") pursuant to which the Company
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
the Company (the "First Note"), and (ii) entered into that certain Credit
Agreement with Abbott (the "Credit Agreement"), in which Abbott agreed to loan,
and has since loaned, $5 million to the Company pursuant to a 5% Convertible
Credit Facility Note dated November 9, 1998, convertible into shares of Common
Stock of the Company (the "Second Note" and with the First Note, the "Notes").
On May 21, 1999, Abbott and the Company entered into an Amendment to
Convertible Subordinated Note Agreement and Credit Agreement (the "Amendment")
and a Termination of Credit Agreement and Security Agreement (the "Termination
Agreement"). Pursuant to the Amendment and the Termination Agreement, Abbott
converted the $10 Million of Notes into 962,628 shares of Common Stock of the
Company. Abbott has also granted the Company an option under which the Company
may require Abbott to purchase up to an additional $3 million of the Company's
Common Stock at $12 per share. The option is effective for 90 days beginning in
late July 1999.
ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
10.1 Amendment to Convertible Subordinated Note Agreement and Credit
Agreement dated May 21, 1999 between the Company and Abbott.
10.2 Termination of Credit Agreement and Security Agreement dated May
21, 1999 between the Company and Abbott.
10.3 Notice of Conversion of First Note dated May 21, 1999 executed
by Abbott.
10.4 Notice of Conversion of Second Note dated May 21, 1999 executed
by the Company.
</TABLE>
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 2, 1999 By: /s/ Harold A. Hurwitz
-------------------------------------
Harold A. Hurwitz,
Chief Financial Officer
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- ----------
<S> <C> <C>
10.1 Amendment to Convertible Subordinated Note Agreement and Credit 4
Agreement dated May 21, 1999 between the Company and Abbott.
10.2 Termination of Credit Agreement and Security Agreement dated 6
May 21, 1999 between the Company and Abbott.
10.3 Notice of Conversion of First Note dated May 21, 1999 executed by 8
Abbott.
10.4 Notice of Conversion of Second Note dated May 21, 1999 executed by 9
the Company.
</TABLE>
3
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EXHIBIT 10.1
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 Abbot
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: /s/ Richard A. Gonzalez
-----------------------------------
Its: President HPO
-----------------------------------
MICRO THERAPEUTICS, INC.,
a Delaware corporation
By: /s/ Harold A. Hurwitz
-----------------------------------
Its: Chief Financial Officer
-----------------------------------
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EXHIBIT 10.2
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 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.
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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: /s/ Richard A. Gonzalez
-----------------------------------
Its: President HPO
-----------------------------------
MICRO THERAPEUTICS, INC.,
a Delaware corporation
By: /s/ Harold A. Hurwitz
-----------------------------------
Its: Chief Financial Officer
-----------------------------------
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EXHIBIT 10.3
NOTICE OF CONVERSION
The undersigned Holder of this Note hereby irrevocably exercises the option to
convert the principal amount of this Note, into shares of Common Stock in
accordance with the terms of the Note Agreement, as amended, and directs that
the shares issuable and deliverable upon such conversion, together with any
check in payment for fractional shares and any Note representing any unconverted
principal amount hereof, be issued and delivered to the undersigned unless a
different name has been indicated below. If shares or the Note are to be issued
in the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. Any amount required to be paid by
the undersigned on account of interest accompanies this Note.
Social Security or other
Taxpayer Identification Number: 36-0698440
ABBOTT LABORATORIES
Dated: May 21, 1999 By: /s/ Richard A. Gonzalez
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Name: Richard A. Gonzalez
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Its: President HPO
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EXHIBIT 10.4
NOTICE OF CONVERSION
Micro Therapeutics, Inc. hereby irrevocably exercises the option to convert this
Credit Facility Note, or portion hereof below designated (which is One Million
Dollars ($1,000,000) or an integral multiple thereof), into shares of Common
Stock in accordance with the terms of the Credit Agreement, and represents that
the shares issuable and deliverable upon such conversion, together with any
check in payment for fractional shares and any Credit Facility Note representing
any unconverted principal amount hereof, will be issued and delivered to the
current Holder of the Credit Facility Note.
Principal amount to be converted (if less than all): $__________
MICRO THERAPEUTICS, INC.
By: /s/ Harold A. Hurwitz
-----------------------------------
Its: Chief Financial Officer
-----------------------------------
