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: October 27, 1997
(Date of earliest event reported)
CARDIAC CONTROL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14653 74-2119162
(State or other juris- (Commission File (IRS Employer
diction of incorporation Number) Identification
or organization) No.)
3 Commerce Boulevard, Palm Coast, Florida 32164
(Address of principal executive offices, zip code)
(904) 445-5450
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On October 27, 1997, Cardiac Control Systems, Inc. ("Cardiac")
and Electro-Catheter Corporation ("Electro-Catheter") 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 requirement of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CARDIAC CONTROL SYSTEMS, INC.
(Registrant)
Date: November 7, 1997 By:/s/Alan J. Rabin
Alan J. Rabin
President and Chief
Executive Officer
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 Ervin Schoenblum
For Further Information Alan Walton Electro-Catheter
Corporation
Contact Cardiac Control Systems,
Inc. (908) 382-5600
(904) 445-5450
Website: http://ccspace.com
Palm Coast, Florida and Rahway, New Jersey - 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."
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 devise 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, New
Jersey 07065. Its telephone number is (908) 382-5600.
