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: November 7, 1997
Electro-Catheter Corporation
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(Exact name of Registrant as specified in Charter)
New Jersey 0-7578 22-1733406
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(State of Incorporation) (Commission File (IRS Employer ID
Number) Number)
2100 Felver Court, Rahway, New Jersey 07065
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number
Including Area Code: 732-382-5600
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Item 5. Other Events.
On October 27, 1997, Electro-Catheter Corporation and Cardiac Control
Systems, Inc. issued a press release announcing that they had signed a letter of
intent to merge the two companies into one company targeted toward the
development and marketing of advanced specialty electrophysiology products. A
copy of the press release is appended to this Form 8-K as Exhibit 20.1.
Item 7. Exhibits.
20.1 Press Release dated October 27, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunder duly authorized.
ELECTRO-CATHETER CORPORATION
(Registrant)
By/s/Ervin Schoenblum
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Ervin Schoenblum
Acting President and Chief Operating Officer
Dated: November 7, 1997
EXHIBIT 20.1
CARDIAC CONTROL SYSTEMS, INC. AND ELECTRO-CATHETER
CORPORATION ANNOUNCE THE SIGNING OF
A LETTER OF INTENT TO MERGE THE TWO COMPANIES
For Immediate Release: October 27, 1997
For Further Information
Contact: Alan Walton Ervin Schoenblum
Cardiac Control Systems, Inc. Electro-Catheter Corporation
(904) 445-5450 (908) 382-5600
Website: http://ccspace.com.
Palm Coast, FL and Rahway, NJ -- Cardiac Control Systems, Inc.
(CDCS - OTC Bulletin Board) and Electro-Catheter Corporation (ECTH - OTC
Bulletin Board) announced that they had signed a letter of intent to merge the
two Companies into one company targeted toward the development and marketing of
advanced specialty electrophysiology products.
The transaction contemplates an exchange of common stock, with two shares of
Cardiac Control Systems, Inc. (CCS) to be exchanged for every three shares of
Electro-Catheter Corporation (Elecath). Currently, CCS has about 2,619,000
shares of common stock, $0. 10 par value, outstanding and Elecath has about
6,384,000 shares of common stock, $0.10 par value, outstanding. In addition,
upon closing of the transaction, 50% of the senior debt of Elecath would be
redeemed, with the remainder converted to a 5- year, 9% convertible preferred
stock. The merger is contingent upon a number of conditions, including the two
Companies raising sufficient capital to support each Company's product
development efforts, the execution of a definitive agreement and the approval of
the proposed transaction by both Boards of Directors and both Companies'
shareholders. This financing is currently being pursued, and it is planned that
this transaction would close during the first calendar quarter of next year.
CCS develops, manufactures and sells a broad line of implantable cardiac
pacemakers, pacemaker leads and related products. The Company manufactures the
first single lead for A-V synchronous pacing, which can replace the conventional
two-lead system for a substantial portion of the market, enhancing patient care
and providing faster, easier and more cost effective implantation. The Company
has also developed several advances on this single lead technology which are in
various stages of development ranging from preparing for in-depth clinical
study, to awaiting FDA approval and market release.
Elecath develops, manufactures and sells a broad range of cardiovascular
catheters for use primarily in the Electrophysiology, Cath Lab and Critical Care
departments of the hospital. In addition, the Company is pursuing research and
development efforts in several diagnostic and therapeutic areas of cardiac
rhythm management. The Company believes that it is the largest independent
electrophysiology catheter company in the United States.
"This combination offers significant advantages to both Companies," stated Alan
J. Rabin, CEO of CCS. "By combining into one, larger entity, we can take
advantage of efficiencies to improve operating performance, reduce product cost
and attain profitability. The larger product line, mostly directed to the same
customer base, will allow a substantially more effective sales process.
Combined, we will be able to build a stronger worldwide sales organization,
providing a broader product line and better service to all of our customers, and
thus enhancing sales growth opportunities over that which each Company could
achieve on its own. Most importantly, we will be able to better leverage
combined new product development efforts on areas of overlapping proprietary new
technologies and opportunities, and to more rapidly develop and bring these to
market."
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Ervin Schoenblum, Acting President of Elecath, stated that "Elecath has been
pursuing several significant research and development projects, both for our own
marketing efforts, as well as for sale on an OEM basis to other medical device
companies. This transaction should provide the capital support, as well as the
additional technical talent, to help accelerate each of these programs to the
benefit of the combined Company."
Cardiac Control Systems, Inc., is located at 3 Commerce Boulevard, Palm Coast,
Florida 32164. Its telephone number is 904 445-5450, and its Website address is
http://www.ccspace.com. Electro-Catheter Corporation is located at 2100 Felver
Court, Rahway, NJ 07065. Its telephone number is 908 382-5600.
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