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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: JANUARY 20, 1998
(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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
3 COMMERCE BOULEVARD, PALM COAST, FLORIDA 32164
(Address of principal executive offices, zip code)
(904) 445-5450
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 20, 1998, Cardiac Control Systems, Inc. ("Registrant" or
"Cardiac"), Electro-Catheter Corporation ("Electro"), a New Jersey corporation
and CCS Subsidiary, Inc., a New Jersey corporation and a wholly-owned subsidiary
of Registrant ("Sub"), executed an Agreement and Plan of Reorganization dated
such date (the "Merger Agreement") which provides for the merger of Sub into and
with Electro (the "Merger") as a result of which Electro will become a wholly-
owned subsidiary of Registrant. A copy of the press release announcing the
execution of the Merger Agreement is attached hereto as Exhibit 20.1.
The Merger Agreement provides that upon effectiveness of the Merger,
holders of Electro's common stock, $.10 par value per share ("Electro Common
Stock"), will receive two-thirds of a share of common stock of Registrant, $.10
par value per share ("Cardiac Common Stock"), for each share of Electro Common
Stock held. No fractional shares will be issued in the Merger. The
stockholders of Registrant will continue to hold their shares of Cardiac Common
Stock 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 certain conditions, including,
among other things: (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 Electro 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.
Electro is based in Rahway, New Jersey and is engaged in the business of
the design, development, manufacture, marketing and sale of catheters and
related devices utilized in connection with illnesses of the heart and
circulatory system.
The Registrant currently plans to consummate the Merger after the
occurrence of all conditions precedent.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(C) EXHIBITS
The following Exhibit is filed as part of this Form 8-K:
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EXHIBIT NUMBER DESCRIPTION
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99.1 Joint Press Release dated January 21, 1998 of
Registrant and Electro-Catheter Corporation
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: January 30, 1998 By: /s/ Alan J. Rabin
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Alan J. Rabin
President and Chief Executive
Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99.1 Joint Press Release dated January 21, 1998 of
Registrant and Electro-Catheter Corporation
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CARDIAC CONTROL SYSTEMS, INC. AND ELECTRO-CATHETER CORPORATION ANNOUNCE THE
SIGNING OF AN AGREEMENT AND PLAN OF REORGANIZATION TO MERGE THE TWO COMPANIES
<TABLE>
<S> <C> <C>
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.
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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.
