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: January 20, 1998
Electro-Catheter Corporation
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(Exact name of Registrant as specified in Charter)
New Jersey 0-7578 22-1733406
(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.
Proposed Merger
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On January 20, 1998, Electro-Catheter Corporation (the "Registrant" or
"Electro"), Cardiac Control Systems, Inc., a Delaware corporation ("Cardiac")
and CCS Subsidiary, Inc., a New Jersey corporation and a wholly-owned subsidiary
of Cardiac ("Sub"), executed an Agreement and Plan of Reorganization dated such
date (the "Merger Agreement") which provides for the merger of Sub into and with
the Registrant (the "Merger") as a result of which the Registrant will become a
wholly-owned subsidiary of Cardiac. A copy of the press release announcing the
execution of the Merger Agreement is attached hereto as Exhibit 20.
Pursuant to the Merger Agreement, at the Effective Time (as defined in
the Merger Agreement) holders of the Registrant's common stock, $.10 par value
per share (the "Electro Common Stock"), will receive two-thirds of a share of
common stock of Cardiac, $.10 par value per share (the "Cardiac Common Stock"),
for each share of Electro Common Stock held. No fractional shares will be issued
in the Merger. The stockholders of Cardiac will continue to hold their shares of
capital stock of Cardiac without change in number, designation, terms or rights.
Consummation of the Merger and the transactions contemplated by the
Merger Agreement are subject to the satisfaction of customary conditions,
including, without limitation, (i) the approval and adoption of the Merger
Agreement and the Merger by the stockholders of Electro, and (ii) the
registration under the Securities Act of 1933, as amended, and all applicable
state securities laws, of the shares of Cardiac Common Stock to be issued
pursuant to the Merger. Any of the conditions to the obligations of Registrant,
Sub or Cardiac to consummate the Merger (other than the required stockholder
approval) may be waived or modified by the party that is, or whose stockholders
are, entitled to the benefits thereof.
Cardiac is based in Palm Coast, Florida and develops, manufactures and
sells a broad line of implantable cardiac pacemakers, pacemaker leads and
related products.
The Registrant currently plans to consummate the Merger after the
occurrence of all conditions precedent.
Item 7. Financial Statements and Exhibits.
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Exhibits
The exhibits filed as part of this Current Report on Form 8-K are
listed in the attached Index to Exhibits.
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SIGNATURES
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 thereunder duly authorized.
ELECTRO-CATHETER CORPORATION
By /s/Ervin Schoenblum
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Ervin Schoenblum
Acting President
Dated: February 6, 1998
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
20 Joint Press Release dated January 21, 1998 of the
Registrant and Cardiac Control Systems, Inc.
EXHIBIT 20
CARDIAC CONTROL SYSTEMS, INC. AND ELECTRO-CATHETER
CORPORATION ANNOUNCE THE SIGNING OF
AN AGREEMENT AND PLAN OF REORGANIZATION TO MERGE THE TWO
COMPANIES
For Immediate Release: January 21, 1998
For Further Information
Contact: Alan Walton Ervin Schoenblum
Cardiac Control Systems, Inc. Electro-Catheter Corporation
(904) 445-5450 (732) 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 an Agreement and Plan of Reorganization to merge
the two companies into one specializing in the development, manufacture and
marketing of specialty electrophysiology and cardiac rhythm management products.
This agreement is a formalization and expansion of the Letter of Intent which
was signed on October 23, 1997 and an important step in the merger process.
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, $1 million of the senior debt of Elecath will
be redeemed by the issuance of 9% convertible preferred stock. The remainder of
the debt will remain with the combined entity as a secured 12% note.
The merger is contingent upon a number of conditions, including the two
companies raising sufficient capital to support each Company's product
development efforts and the approval of the proposed transaction by Elecath's
stockholders. This financing is currently being pursued, with a portion at the
preliminary commitment stage. It is planned that this transaction would close
during the first calendar quarter of 1998.
CCS develops, manufactures and sells a broad line of implantable cardiac
pacemakers, pacemaker leads and related products. CCS 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. CCS 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, Elecath is pursuing research and
development efforts in several diagnostic and therapeutic areas of cardiac
rhythm management. Elecath believes that it is the largest independent
electrophysiology catheter company in the United States.
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 732 382-5600.
