ATS MEDICAL, INC.
1,568,940 Shares
Common Stock
This Prospectus relates to 1,568,940 shares (the "Shares") of common stock,
$.01 par value (the "Common Stock"), of ATS Medical, Inc. ("ATS" or the
"Company") offered for the account of Itochu Corporation (the "Selling
Shareholder"). The Shares may be sold from time to time by the Selling
Shareholder. The Company will not receive any of the proceeds from the sale of
the Shares. The Company has agreed to pay expenses incurred in registering the
Shares, including legal and accounting fees.
The Shares were acquired by the Selling Shareholder in a private
transaction on February 7, 1997 pursuant to a Stock Purchase Agreement. The
Shares are "restricted securities" under the Securities Act of 1933, as amended
(the "Act"), prior to their sale hereunder. This Prospectus has been prepared
for the purpose of registering the Shares under the Act to allow for future
sales by the Selling Shareholder to the public without restriction. To the
knowledge of the Company, the Selling Shareholder has made no arrangement with
any brokerage firm for the sale of the Shares. The Selling Shareholder may be
deemed to be an "underwriter" within the meaning of the Act. Any commissions
received by a broker or dealer in connection with resales of the Shares may be
deemed to be underwriting commissions or discounts under the Act. See "Plan of
Distribution."
The Shares have not been registered under the securities laws of any state
or other jurisdiction as of the date of this Prospectus. Brokers or dealers
should confirm the existence of an exemption from registration or effectuate
such registration in connection with any offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"ATSI." On August 5, 1997, the closing sale price of the Common Stock reported
by Nasdaq was $6.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 24, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission, such as ATS. The address of such site is
"http://www.sec.gov."
The Common Stock is traded on the Nasdaq National Market under the symbol
"ATSI." Reports, proxy and information statements and other information
concerning ATS can be inspected at the offices of the National Association of
Securities Dealers, 1735 K. Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
of the Company's Common Stock hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
(d) the description of the Common Stock contained in the Company's
Registration Statement on Form S-2 filed on February 2, 1995 with
the Commission, including any amendment or report filed for the
purpose of updating such description filed subsequent to the date of
this Prospectus and prior to the termination of the offering
described herein.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Such requests
should be directed to John H. Jungbauer, Chief Financial Officer, ATS Medical,
Inc., 3905 Annapolis Lane, Minneapolis, Minnesota 55447, telephone: (612)
553-7736.
<PAGE>
SELLING SHAREHOLDER
The Shares offered hereby are being sold pursuant to this Prospectus by the
Selling Shareholder. The following table sets forth certain information with
respect to the ownership of the Company's Common Stock by the Selling
Shareholder as of July 31, 1997 and as adjusted to reflect the sale of the
Shares.
Maximum
Number Number
of Shares of Shares
Beneficially to be Sold Shares
Owned Prior Pursuant to Beneficially Owned
Name to Offering (1) this Prospectus After Offering (2)
---- --------------- --------------- ------------------
Itochu Corporation 1,568,940 1,568,940 0
- -------------------------
(1) Consists of 1,568,940 shares of Common Stock purchased on February 7, 1997
pursuant to a Stock Purchase Agreement.
(2) Assumes the sale of all of the Shares offered by this Prospectus.
PLAN OF DISTRIBUTION
The Shares to which this Prospectus relates will be offered and sold by the
Selling Shareholder for its own accounts. The Company will not receive any
proceeds from the sale of the Shares pursuant to this Prospectus. All expenses
of registration of the Shares, estimated to be approximately $10,000 shall be
borne by the Company.
The Selling Shareholder may offer and sell the Shares from time to time on
the Nasdaq National Market in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions at prices
relating to prevailing market prices or at negotiated prices, as applicable.
Sales may be made to or through brokers or dealers who may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholder or the purchasers of Shares for whom such brokers or dealers may act
as agent or to whom they may sell as principal, or both. As of the date of this
Prospectus, the Company is not aware of any agreement, arrangement or
understanding between any broker or dealer and the Selling Shareholder. There is
no assurance that the Selling Shareholder will sell any or all of the Shares
offered by it.
The Selling Shareholder and any brokers or dealers who participate in the
sale of the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profits realized by
them on the resale of Shares may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this Registration
Statement until the earlier of three years from the date on which the Selling
Shareholder acquired the Shares (February 7, 1997) or the resale of all the
Shares registered hereunder.
LEGAL MATTERS
Certain legal matters relating to the validity of the Common Stock offered
hereby will be passed upon for the Company by Dorsey & Whitney LLP, Minneapolis,
Minnesota.
EXPERTS
The consolidated financial statements of the Company appearing in the ATS
Medical, Inc. Annual Report on Form 10-K for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company, the Selling Shareholder
or any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction in which such
offer or solicitation would be unlawful or to any person to whom it is unlawful.
Neither the delivery of this Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company or that the information contained herein is
correct as of any time subsequent to the date hereof.
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TABLE OF CONTENTS
Page
Available Information........................................... 2
Incorporation of Certain Documents
by Reference............................................... 2
Selling Shareholder............................................. 3
Plan of Distribution............................................ 3
Legal Matters................................................... 3
Experts ........................................................ 4
ATS MEDICAL, INC.
1,568,940 SHARES
COMMON STOCK,
PAR VALUE $.01 PER SHARE
---------------
PROSPECTUS
---------------
September 24, 1997
